Rise and Fall
by Phoenix Audubon
Summary: The Care Bear Family gains an ally in their mission for peace: a newcomer with the gift of magic...
1. The Arrival

_Rise and Fall_

Part One:  The Arrival

"And there is no trade or employment but the young man following it may become a hero..."-- Walt Whitman

            As he looked into the mirror, he couldn't help but wonder--what was he looking at exactly?  He had heard different things about mirrors:  they stared right into one's soul; they showed the truth about people.  But, all Phoenix Audubon saw in the mirror was, well, Phoenix Audubon.  He didn't feel like anything was looking inside him, and the mirror showed him what he already knew.  It showed the same white bear wearing the same brown vest and shorts, brown gloves, and blue and red cloak he'd always had, in the gray cave he'd always lived in.  "Maybe that's just it," Phoenix said to himself.  "Maybe the mirror is only showing what it knows about me--nothing but what I already know.  And, maybe...it's telling me I need to learn more, so that when I look into it next time, I'll see someone more than who is there now."

            You see, for all 20 years of his life, Phoenix Audubon was taken care of by a phoenix, a mythical, magical bird, colored red as fire.  It gathered food for him, and taught him about the rest of the world.  However, the phoenix was 500 years old, and was nearing its end.  It was time for Phoenix to venture into the world for himself, and take care on his own.

            "You mean, you're gonna' die?"  Phoenix asked his protector.  It was the only companion he knew--as a friend, and as a parental figure.  "I'm afraid so, my young cub," the great bird replied.  "But, there is one last thing I can do for you.  Normally, when a phoenix dies, all that is left is ashes, from which it will be reborn soon after.  But, it hurts me to even think about you dying one day.  So, I will use the last of my power to give you a spirit.  It will give you the power to use magic, and will also protect you while you are developing yourself and your new abilities.  Don't depend on it; I would hope that you will be able to defend yourself one day, and, perhaps, maybe someone else.  I would like to leave you, knowing that even when you suffer a terrible fall, you will rise once again, as I have done in the past."

            "But..."

            "Dear cub, I have lived many centuries, and I have grown tired.  Taking care of you was the greatest joy I ever experienced, and I feel that I can move on now.  But, don't worry, Phoenix Audubon.  My spirit will still keep you safe, as you will soon find out."

            "There is one more thing I must tell you--I have told you that you were part of a family.  Use this gift I give you to find that family, so you need not be alone."

            "Okay..." was all that the still somewhat shocked Phoenix managed to stammer.   

            And, with that, the phoenix began to glow brightly, and then burst into flames.  Then, the fire raced toward the white bear, surrounding him.  Phoenix watched the world around him fade in a white light, and he felt a warm, soothing sensation in his body.  He opened his eyes, and looked in the mirror.  This time, he saw himself, surrounded by the fiery image of a bird.  

            "My spirit will still keep you safe..." The echo in his head soon faded.

            "So, now I can use magic.  I suppose I should try this out, before I blow myself up with it."  Phoenix contemplated his first move.  _Well, I've always seen the phoenix fly.  I want to do that, too,_ he thought.  So, he stepped outside of the cave, and looked westward.  _Okay, now how do I fire this up_?_  Maybe if I just focus real hard..._He closed his eyes.  And, in a matter of seconds, Phoenix began to feel the same warm sensation as before.  When he opened his eyes again, he was floating, and surrounded by the fiery bird again.  "This is cool," he said aloud, but can I turn off the pyrotechnics He focused his thoughts again, and the fire was extinguished.  "All right!" he shouted, and began zooming around the sky around the cave.  Just feeling the wind in his face, and seeing the world below him, it made Phoenix feel wonderful.  "Thank you, phoenix," he said softly.

            Though he wanted to explore his newfound abilities further, the bear thought it was time for him to fulfill his guardian's last request, and find the family he belonged to.

            _"But, how am I going to find my family?"_ the bear thought._  "I don't even know what to look for."_  It seemed that just because Phoenix could use magic, that didn't mean he could master it in a matter of minutes.  He decided to retreat back into the cave he called home.  He started to pace around, hoping an idea would come to him.  He looked around the place, but he didn't see anything that would help him.  There was just the mirror on the wall, and the somewhat small, clear pond of water, all this surrounded by the light gray of the walls, ceiling, and floor.  

            He picked up a rock, and suddenly got an idea.  Phoenix had always tried to throw rocks at the pond, and try to make them skip, but they always ended up just hitting the bottom of the pond.  "I may not know everything about my new powers, but I know I can make this rock skip!"  He picked up another rock, put it in his hands, held it to his forehead, and started to focus on it for a few seconds.  When he opened his hands, the rock seemed as if it was glowing.  Phoenix took aim across the pond.  He saw a pile of rocks on the other side, and got into position.  He said with enthusiasm, "All right, here goes!"  And, with a swing of his arm, and the flick of a wrist, the rock hurled toward the water.  But, instead of sinking like the others, it bounced across the surface.  "Yes!  Yes!  5 skips...6...7...8...9..."  

            But, after that 9th jump, the rock was across the pond, and landed on the rocks.  As soon as it touched the pile, there was a bright flash and a loud pop that caught the bear off-guard, causing him to stumble back a couple of steps.  "Ten?" he said.  Suddenly, he noticed his rock went back to normal, but now the whole pile was glowing.  Phoenix slowly walked towards the other end of the water, not sure what was making that light.  When he got there, he noticed the glowing was coming from something underneath the pile.  Phoenix began digging towards the light, until he uncovered a large tome.  It was a faded red, with gold trimmings.  Once Phoenix touched the book, the glowing suddenly stopped.  The bear opened it, and found a message on the first page, written as if the words had been singed onto the paper instead of written with ink.  This is what is said:

_Dear Phoenix,_

_By the time you have found this book, I will no longer be with you.  That is why I leave this tome for you.  _

_By now, you may have realized that magic is not something to underestimate, and that it takes great care to use wisely.  _

_This book not only contains spells that you may need during your life, but also guidance on how and when to use them._

_Be careful, as there are some spells in here that come at a great price to cast.  But, I know I can trust you with this._

_As you use it, perhaps you will think of me, and use it to defend someone, as I defended you.  _

_Be cautious, my cub, but be strong._

_Your Loving Protector,_

_The Phoenix_

            For a moment, Phoenix stood there silently, clutching the large book closely to his chest.  _"Even after it left, it is still making sure I am safe...."_, he thought, reminded of how grateful he was for his protector.  "Well, the phoenix wanted me to have this, so I'm gonna' put it to good use."  As he began to flip through the pages, he said aloud, "Gee, all these spells don't seem to be in any order...How am I going to find one to help me find my family?"  No sooner did Phoenix speak those words did the book glow briefly, and then the pages started to turn by themselves.  Then, it suddenly stopped.  After he closed his mouth, the bear read the name of the spell:  "**Reaching Out**.  This technique is used to locate members of a group or family in case they become lost."  "Well, I guess that answered my question," Phoenix mused.  "Let's see here....'To reach out, the caster must have a picture of a member of the group or family.  Though the spell can work using the caster's own image, it will not be as effective as if using someone else's image.  First, the caster clears the mind, and then focuses on the image.  The caster's mind will then search out any entities that possess a connection to the caster, and identify their position to the caster.'  Well, I guess that sounds simple enough.  Okay, since I don't have a picture of anyone else in my family, I'll just use...hey, wait a minute.  I don't even have a picture of myself!"  Phoenix begins to look around the cave, and then, he notices his reflection in the mirror._  If I'm really part of a family, I'll look like them, right? Well, my reflection is a kind of image...I guess I can give it a shot_, he thought.

            So, Phoenix focused on the reflection of himself, which also looked like it was preparing for a spell.  Then, he closed his eyes, and cleared his mind.  After a moment, he felt his mind wander.  It felt like he was flying, without moving at all.  He was enjoying the peacefulness, until he suddenly shaken up, as if an explosion went off in his head.  After Phoenix took a second or two to get his senses his back, he had realized what the sensation that he felt was--the spell had found something, or someone.  Phoenix wasn't sure exactly, or precisely where it came from, but he had a general idea of where to start looking.  He decided to hide the book back under the rocks for safekeeping.  And, with one last look in the mirror, he said, "Time to find my tomorrow," walked out of the cave, flew up into the air, and set off towards what he had "reached out" to.

* * * * * * * * * * * * * * *

            "Remind me again why I'm coming along, Tenderheart?"

            "I already told you, Grumpy.  Friend Bear went with Secret Bear on another caring mission.  Come on, this is a serious mission.  Two of No-Heart's shadows are scaring a little girl.  We have to get there and stop them!"

            "Poor Marigold," Cheer Bear said, sitting in the back of the cloud car.

            "Don't worry, sports fans," Champ Bear boasted next to Cheer, "We'll show 'em that when it comes to caring, we mean business!"

            Tenderheart Bear began to slow the car, and directed it towards the earth.  "All right, everyone, we're coming up on Marigold's house.  Be careful, everyone!"  When they landed, the four Care Bears arrived to find a little blonde girl being pursued by two black, shadowy figures.  She had picked up a stick, and started swinging at the shadows, shouting, "Get away!  Stay back!"  Though the stick passed right through them, one of the shadows swiped its hand at the stick, snapping it in half.  The little girl let out a scream, and continued to backpedal away from the ghostly monsters slowly, but surely, chasing her.  Unfortunately, she had backed herself into a brick wall.  There wasn't anywhere else she could escape to.  "Aaaah!  Somebody, please help me," she pleaded.

            As the Care Bears ran to the little girl's aid, Grumpy Bear said, "Oh, no!  We have to do something, and fast!"

            "Okay, Grumpy, you and I will take the shadow on the left," Tenderheart quickly ordered, "Cheer and Champ, work on the right one!  Everyone ready?"

            "Ready!" they all replied.

            "Care Bears, stare!"

            The expressions on the shadows' faces changed from evil grins to open mouths of shock as the bears' beams struck them in the back.  But, instead of running off, as the four bears expected, they instead turned their focus on the source of their distraction.

            "Uh-oh, it didn't work!" Champ Bear noticed.

            "What now, Tenderheart?" Cheer Bear asked Tenderheart Bear, a bit frantic over their failed attempt to chase away the shadows, who were now headed their way.

            "Okay, Care Bears, this time, we'll all stare at one shadow.  Aim for the shadow on the left.  Ready?"  The other three bears nodded.  "Care Bear countdown!  Three!  Two!  One!  Care Bears!  Stare!"

            This time, all of the bears' tummy symbols hit one shadow.  It began to writhe around in pain from the energy of the Care Bears' emotions, until it finally decided it had had enough, and began to fly away into the sky.  A little exhausted by how much energy it took to vanquish the first enemy, they soon realized the remaining shadow was still coming towards them.

            "There's not enough time for another stare!" Grumpy warned.

            "Quick!  Jump out of the way!"  Champ said, and they all dove in different directions.  The shadow raced in, and took a swing with his claws, missing Tenderheart only by a few inches.  Realizing they now had an opportunity to counter, the Care Bears formed a line again, and stared one more time.  After struggling to make some headway against the attack, the shadow had run away at last.  The bears quickly sat down, exhausted by all the effort they put to rescue the little girl, who was also sitting on the ground, still shaken up by this whole incident.

            Champ Bear rejoiced, "All right!  Our team won!"

            "Yeah," Grumpy Bear spoke, between pants, "but...they put up...quite a fight."

            Cheer Bear rushed to the girl's side, "Are you all right, Marigold?"

            "Uh-huh," she hesitantly replied.  "Are they gone now?"  "You bet," Cheer reassured her, "and, even if they do try to come back, so will we!"

            "Thank you so much, Care Bears!  Please come back soon, even if it's not to save me!"

            "Sure, sports fan," said Champ.

            Tenderheart pondered this encounter for a moment.  "I don't understand it--a stare from two Care Bears was usually enough to chase a shadow away.  But, this time, it took all four of us staring for a long time to turn only one of them back.  I've got a bad feeling about this."

            "What do you think it means?" Grumpy Bear asked.

            "I don't know. But, I do think that we need a meeting at the Hall of Hearts to let the other Care Bears know.  We better leave now."  The other bears nodded.  Grumpy used his tummy symbol to create a cloud car, and they all got in.  Tenderheart waved, and said, "Good-bye, Marigold!  Be careful!"

            "Okay!  Bye-bye," the girl shouted, and waved back as she saw the fluffy-looking vehicle rise into the air, back to Care-a-Lot.

            Only a couple of minutes later, and Marigold started giggling and having fun in her yard again.  But, someone else was still quiet over what just happened.  Phoenix Audubon, following the signal from the spell he cast, noticed the battle going on the ground, and while everyone else was caught up in the struggle, he quickly dove into a bush in the yard.  As he situated himself to get a better look, the sensation he felt when he cast the spell came back to him, only this time it felt stronger.  The white bear noticed a lot of things as he was watching the drama unfold.  First of all, he noticed the four beings that looked kind of like him, only with different colors.  "They must be the 'members of the family' that the 'Reaching Out' spell found," he surmised.  Phoenix had also noticed a feeling from the two shadowy figures that chased the little girl around.  It was a cold feeling, something that made him shiver a little, and caused his fur to stand up a bit.  "Ooooh!  I don't like the feeling I got from those things!  It felt bad.  It felt...evil."  Phoenix had his eyes on the ground, pondering all he had witnessed.  "Those other bears...the way they defeated those shadows, it was almost like magic, but, not like mine.  What does it mean?"

            "Whatcha' doin' over there?"

            "D'aaaaaah!"  Phoenix was startled by the sudden break in his train of thought, and when he noticed the little girl with blonde hair standing in front of him, he tried to scurry way.  Unfortunately, he was in a corner with nowhere to run to, and being so surprised, he didn't think about flying away.  The girl pressed another question.  "Are you a Care Bear?  You look different from the other ones."  Phoenix shook his head briefly and regained his composure.

            "A...'Care Bear'?"

            "What's your name?"

            "My name...is Phoenix Audubon."

            "My name is Marigold.  Wow, that's a big name.  And, your clothes...none of the other Care Bears have clothes like that."

            "Care Bears...you mean, those bears that rescued you?"

            "Uh-huh.  Aren't **you** a Care Bear?"

            Phoenix was uncomfortable with all these questions at first, but he quickly began to enjoy Marigold's company.  She was just a little girl, with long, blonde hair, green eyes, and wore pink overalls.

            "Um...No. Well, I don't know.  You see, I'm...kind of an orphan, and now, I'm out to find my family.  I was following a clue to them, and that led me here...Oh, I'm sorry, I didn't want to bore you with my story."

            "It's okay, but it's so sad, being all alone."

            "Well, I wasn't always alone.  I was raised by a phoenix.  It's a magical bird that took care of me.  But, it passed away.  Right before it did, it gave me the power to use magic, and stuff, and told me that I was part of a family, and that I should go find it."

            "So, you _are_ a Care Bear?" the girl said with excitement.

            "There's only one way to find out.  Can you tell me where I can find them?"

            "Um....", Marigold thought for a moment, then raised a finger above her head.  "There.  Somewhere."

            "Hmmm."  Now, it was Phoenix's turn to think.  "Well, it's a start.  But, I think I have a way to track them down."  He raised his hands in front of his face, his left hand in front of his right, and then put the index and middle fingers on each hand straight up, curled the other fingers, closed his eyes, and began to concentrate.  He tried 'reaching out' again, but, this time, he used the image of the other bears in his head to focus on.  Seconds later, he felt a sensation, but, this time, it almost seemed that Phoenix could "see" where the other bears were, even with his eyes closed.  He opened his eyes, turned around, and turned his gaze to the east.  "Over there!  I can feel it!", he declared.

            "Wow, is that magic?  That's neat!", said Marigold, giggling.

            "I guess, I mean, it does come in handy.  Marigold, I think it's time for me to go, to find out if I am a Care Bear," Phoenix said, a little sad to leave this new friend.

            "Okay.  Will you come back again, and tell me what happens?  And, show me more magic?"

            Phoenix chuckled a bit.  "My, you sure have a lot of questions.  But, yes, I promise I'll come visit again.  Take care, Marigold."  And, with that, the white bear began to rise from the yard, his cloak flowing in the wind as he began to fly off."

            "Bye, Phoenix!  Good luck!", Marigold shouted as she waved him off.

            Phoenix's head soon began to overflow with thoughts.  "Wow, I can't believe it.  I'm going to find my family.  But, what if they're not?  Wait, they have to be, if we look so alike!  What if they don't like me?  Hold on, they're called, "Care Bears," so they can't be mean...I hope..." He was subconsciously slowing down as apprehension set in.  "Maybe I should head back to...no, the phoenix told me to find my family, and that's what I'm gonna' do!", he assured himself.  "But," he compromised, "maybe I shouldn't just show myself.  I know!  I bet I can make myself invisible!"  He stopped moving for a moment, looked at his hands, and stared at them as if he could see through them.  Within a minute, he _was_ able to see through them, as his entire body faded and became transparent, until Phoenix was almost invisible, leaving only a very faint outline, barely recognizable amidst the sky.  "Wow," he wondered, "how did I know I could do that?  Is it just because I can use magic?  I guess some of it just comes naturally.  But, I'm still coming back for the book when all this is over."  With more determination, Phoenix continued his flight towards his family.

* * * * * * * * * * * * * *

            "Oh, it'll be good to get back to Care-a-Lot," Cheer Bear sighed, "I am just ready to throw myself on my bed after that last mission!"

            "I don't know if we'll have time for a break, Cheer," said Tenderheart.  "Remember, we need to report our encounter with the rest of the Care Bears.  This is something serious here."  He still seemed to be pondering as he steered the car towards home.

            "No rest for the weary," Grumpy Bear muttered under his breath.

            Soon, another cloud car came towards them from far ahead in front.  As it came closer, they saw it was Wish Bear driving, with Cozy Heart Penguin in the passenger seat.  "Hi, everyone!", Wish Bear greeted them.  "Cozy Heart and I were actually on our way to see if you needed any help with the caring mission.  But, I see you handled it just fine."

            "I wouldn't say 'just fine', Wish Bear," said Champ with a slightly warning tone in his voice.

            "What do you mean, Champ?", asked Cozy Heart.

            "We'll explain everything when we get to Care-a-Lot," Tenderheart assured her.  "Let's all get going."  With that, they all headed home.  The wind blowing in all their faces, it seemed like any other drive to Care-a-Lot, until suddenly, the cloud cars stopped abruptly, as if they had collided with something, then the Care Bears felt the cars thrown back, but they appeared to be stuck.  After everyone recovered from the impact, they looked around, trying to figure out what had just happened.  At first, it looked like they were simply hanging in the sky, until Grumpy noticed sunlight reflecting off of something.  As he followed where the light led to, he reached outside of the cloud car, and felt something very sticky on the side.  "Hey, guys!", he exclaimed, "I think we've hit some kind of...web, or something!"

            "How very observant of you, Care Bear."

            Those words struck fear in everyone there, and as their eyes widened, it was Cozy Heart who now made a discovery.  "It's...It's No Heart!"  She was pointing above them, and they all swirled to find a small spider scurrying towards them.  However, the web they were caught on began to glow purple, with the spider beginning to glow as well, and it started to grow in size, until it towered over them.  With two large, red eyes, and a pair of large fangs in its mouth, it grinned fiendishly, as it said, "Welcome to my parlor."

            "Aaaaaaahhh!"  The Care Bears heard a scream, and they quickly found its origin.  Wish Bear was caught in the web, apparently thrown from her car in the impact, and struggled to free herself from the web, with one of the gigantic spider's purple, hairy legs overshadowing her.  Tenderheart Bear and Cozy Heart Penguin pushed the accelerators on their cars all the way down, causing the wheels to spin.  Eventually, they managed to free themselves from the threads.  "What?  You don't like my accommodations?", No Heart asked sarcastically, then looked at Wish Bear still caught in the mess.  "Well, then, I shall have to offer this one the 'deluxe' treatment."  He began to spit out more of the sticky thread, covering the poor Care Bear and immobilizing her.  The others dove in to try to help, but the evil arachnid hurled web strings at them, and they had to turn back, as they watched helplessly while No Heart reposition himself over Wish Bear.  He shouted out, "The destruction of the Care Bear Family shall begin with this one!"  "NOOOOOOOO!", she yelled out, as the spider stared back at her, seemingly ready to swallow her.  She closed her eyes, and tried to turn her head from the impending doom from above.

            Suddenly, from out of the west, appeared a fiery streak, heading straight towards the web.  As it came out, a couple of the bears were able to notice blue and red within the fire.  The giant arachnid began to bring its fangs towards his prey, but quickly stopped as he saw this fire stop on his web, right next to Wish Bear.

            Wish was still expecting the worst, when she noticed warmth to her side.  She opened her eyes, and was shocked to find someone standing over her.  He looked somewhat like a white care bear, only he had no tummy symbol, his nose was triangle-shaped, instead of heart-shaped, he was wearing a light brown outfit with a blue cloak, and he was engulfed in flames.  The bear raised a gloved hand, and then quickly passed it around her, breaking the sticky threads of the web with seemingly little effort.  As No Heart realized what was happening, he tried to strike both of them with his jaws, but the newcomer had already scooped Wish Bear into his arms, and quickly jumped to avoid the attack.

            "My stars, what is happening to me?"  Wish Bear wasn't sure how many more surprises she could take.  She had shut her eyes again, and when she opened them again, she noticed the cloaked stranger was carrying her, and that both of them were floating in the air.  She also noticed that her arms were around the bear, and she quickly let go.  "Oh, my, I'm..." Wish started to apologize, but stopped when she realized he was looking at her with an emotionless stare.  Suddenly, she felt them moving as the mysterious bear moved towards the cloud car with Cozy Heart Penguin (who was rather confused by all this, as well).  He landed on the hood of the car, set Wish Bear down, and she climbed into the passenger seat.  At this point, she had composed herself enough to inquire, "Who...who _are_ you?"  The other bear said nothing, and maintained the stoic look on his face.

            "WHAT!?!  What is this?"  No Heart was furious over the fact that a stranger had foiled his ambush.  "How dare you meddle in my affairs?  Who are you!?!"  The bear remained silent, only moving his gaze towards the gigantic spider, whose face was now twisted with anger.  "Fine.  If you won't tell me, I'll make sure you won't tell anyone!"  With that, purple lightning bolts raced across the arachnid's body, and, with a flash and a loud thunderclap, it transformed into his true form, that of a robed man, standing on a dark cloud.  Then, he pointed a finger at the white bear, and a huge purple lightning bolt shot forward.  The Care Bears gasped from their cars, fearing the worst, but the stranger quickly jumped away from the projectile as it passed by him.  Then, with a look of determination, his hands began to glow, and making quick sweeps with his arms, retaliated with some small balls of fire.  Some of them managed to strike the evil magician, knocking him backwards onto his cloud.  As he struggled to get back on his feet, No Heart decided it was better to retreat...for now.  "I don't know who you are, or how you can use magic, but mark my words, you will pay for this!  As for you, Care Bears, it is only a matter of time before I defeat each and every one of you, as well!  Ha ha ha ha ha!"  With that, he raised his arms, then quickly dropped, causing more lightning and thunder.  He had transformed into a tornado, and headed off, back to his castle.

            Tenderheart Bear was the first to speak.  "Um, thank you for saving us.  But, we still don't know who you are."  The white bear turned around, with that same blank stare.  Floating there for a few seconds, he took a step back, crossed his arms over his chest, and threw himself backwards.  The Care Bears all were shocked to see him fall, but then, they saw the image of a fiery bird engulf the mysterious one, and, as he threw out his arms to each side, he began to fly off into the distance.

            "Okay, does anyone have any idea what just happened right now," Grumpy inquired.

            Champ asked, "Hey, Cozy Heart!  Are you two okay over there?"

            "I'm fine," the penguin replied.  Wish Bear could only manage to utter, "Uh-huh."

            "Well, I'd say we have more to report about back at Care-a-Lot.  Come on, everyone.  Let's get moving," suggested Tenderheart.  And, with that, they continued on home.

* * * * * * * * * * * * * *

            "Ewwwwwww!  A spider!  Ewwwww!  Why did it have to be _a gigantic spider_!?!  Ugh!  And, I touched its' web, too!  Oh, that was so gross!"  As he scrubbed himself frantically in the pool in his cave, Phoenix Audubon reflected on the day's events.  "Oh, well, I guess it was worth it.  After all, it looks like I've found my family," he thought out loud.  "I mean, they look very similar to me.  And, when I rescued that one girl, and I had her in my arms, I felt a kind of warmth.  I mean, I know I was surrounded by fire, and all, but, this was different.  I felt this deep inside, in my heart."  The bear knew what he had to do.  "I've going to find them again, and I'm going to introduce myself to them.  After that, I can only hope they'll accept.  We don't even know each other, but I get the feeling that we share a common goal."

            "Now that I think about it, it was kind of strange back there.  I didn't know I was such a fighter when it came to magic.  But, when I saw those bears in danger, I just felt compelled to help them.  That whole fireball trick--it's like it came out of nowhere.  Wow, this 'gift' really is a learn-as-you-go thing.  I wonder what else I can do with this."  He looked to the pile of rocks that still hid the book underneath.  "I just hope nothing bad comes out of it...Wait a second!  The phoenix wouldn't have trusted me with magic if it knew I couldn't handle it," he assured himself.  "Yeah!  No problems!"

            "As for that...spider..." Phoenix said with a shiver, "whoever that was, he was **bad**!  The evil I sensed in him was far worse than those shadows I saw before.  He seemed very determined to kill those other bears.  I wonder why?  Well, it didn't seem like that was the last time they'd see each other, so I'm sure get a chance to find out."  After rinsing several times to make certain any trace of the spider was removed from his skin, he dried himself off, put on his outfit, and gave himself a once-over in the mirror.  "Okay, everything looks good.  Time to make an entrance."  With that, Phoenix Audubon walked outside, and took off in the sky once more, to meet with his destiny, with his family.

* * * * * * * * * * * * * * *

            "...And then, we finally made it back here, to Care-a-Lot," Tenderheart Bear said, finishing up his briefing to the rest of the Care Bear Family gathered at the Hall of Hearts.  Some of the people seemed lost in thought at today's news; some were worriedly speaking to their neighbors.  True Heart Bear struck a gavel at her podium to restore order.  "All right everyone, please settle down.  This is rather unsettling news you have, Tenderheart.  First, shadows have become stronger than before, then an ambush by No Heart not far from here, and this mysterious stranger, who might be a Care Bear..."

            "I hate to agree, True Heart, but I think all of this information points to dangerous times ahead," said Noble Heart Horse.  "I've got a bad feeling about this."

            "That's what Tenderheart said," Grumpy Bear commented.  "What can we do?"

            As True Heart and Noble Heart looked at each other a bit nervously, someone spoke up.  "May I say something?"  Everyone turned around to the source.

            "Go ahead, Wish Bear," said True Heart.

            "The stranger...the white bear...I don't think he was bad at all," she meekly argued, making little eye contact with everyone else.  "He saved me...he saved all of us.  Don't you think he could be a Care Bear?  Shouldn't we search for him, and find out?"

            "I think that's a great idea, Wish Bear," Bright Heart Raccoon chimed in.

            "I don't know," Noble Heart warned, "Perfect and Polite Panda were the only two missing Care Bears True Heart and I were aware of.  Besides, if what Tenderheart said is true, and he _can_ use magic, he may not be a Care Bear after all."

            Cheer Bear spoke up.  "I think we should at least ask him who he is, and where he came from.  I mean, even if he turns out to not be a Care Bear, we could at least ask for his help."

            "Cheer's right," Brave Heart Lion declared as he stood up.  "If No Heart is launching a stronger offense, we could use all the help we can get.  I say we search out this mysterious bear and find out for ourselves!"

            "All right, then," True Heart conceded.  "Let's go out and find this bear."

            "Hold on," Tenderheart interrupted, "but it seemed to me that the bear was actually headed _towards_ Care-a-Lot when we were ambushed.  I say some of us should wait here, and in the Forest of Feelings, just in case he does show up here."

            "Well, it's settled then!  Let's get going!"  Grumpy Bear shouted impatiently.  With that, the Care Bear Family made their way out of the Hall of Hearts.  Most of the Care Bears, including True Heart and Noble Heart, hopped into cloud cars and rainbow rollers.  They decided to look around where No Heart had attacked Tenderheart's team earlier, and near Marigold's house (The little girl whom they had helped earlier).  Tenderheart, Grumpy, Share Bear, Good Luck Bear, and Loyal Heart Dog stayed in Care-a-Lot, while Brave Heart, Bright Heart, Playful Heart Monkey, Swift Heart Rabbit, and Wish Bear looked around in the Forest of Feelings for any sign of the white bear.

* * * * * * * * * * * * * * *

            "I think...I think I sense I'm getting closer."  Phoenix Audubon continued to fly in the direction that his magic sent him--the direction he hoped would lead to the family the phoenix said he was a part of.  Once again, he was flying invisible because he still wasn't sure how he was going to introduce himself.  Should he just walk in and immediately draw attention to himself?  Or, should he be more subtle, and make contact with one person, just to be sure they would take him in.  _After all, I don't know how they reacted when they first saw me, _he thought._  From what I saw, they seemed quite surprised.  Well, I'll never know until I get there._

Finally, Phoenix found what he had been searching for--a city.  A city in the clouds, made of clouds.  Since he saw the other bears and the penguin driving cars made of clouds, he deduced that this was their home.  As he came closer, he could see stars, rainbows, and a river flowing through it all.  Once Phoenix neared the edge of the land, he slowed down, and landed softly, so as not to draw attention to himself, even if he was still invisible.  It was a cloud he landed on, but he noticed it was firm, like the ground on the earth.  As he looked around, he could see flowers growing all around.  He began to walk around, and he saw all the houses, made of clouds and just as solid as the "ground".  He noticed a large, heart-shaped building, and then, and even bigger castle.  Phoenix admired the multi-colored trees, birds flying around, and little stars in sky, in broad daylight.  "Wow," he said aloud, to which he quickly slapped his hands over his mouth, and looked around to see if was detected.  It appeared he hadn't.  However, the bear also realized something.  "Gosh, despite all these buildings, I haven't come across anybody.  Not even the ones I saw earlier.  Could something have happened?"  Just then, he heard the sound of voices nearby, and they seemed to be coming closer.  Phoenix ran and stood against the wall of one of the houses.  No one could see him, but he figured he could be extra cautious anyway.  Seconds later, two figures walked by, talking to each other.  Phoenix recognized one of them, a dark blue bear with the picture of a cloud on his chest.  The one to his right was a light blue dog with a heart-shaped medal on his chest.  He listened in on their conversation.

            "Aw, I wanted to go out and search with the rest of them..." the blue bear lets out a sigh, "...but, once again, I have to stay behind in Care-a-Lot.  With all this talk of No Heart being stronger, and strangers popping out, I'm not happy being here alone."

            "Gee, I wouldn't think protecting Care-a-Lot would be a problem for 'Super Grumpy'," the blue dog said, letting out a chuckle.  "Besides, you're not alone.  We've got friends in the Forest of Feelings, plus Tenderheart, Good Luck, and yours truly."

            "Humph!  Comforting words, Loyal Heart," the other bear said, rolling his eyes to match the dissatisfaction in the tone of his voice.

            Then, Loyal Heart stopped almost abruptly, and held out his left arm in front of Grumpy to warn him.  "Hold on a minute!  I don't think we're alone."  He started to turn around and see if he could locate whoever was nearby.  When Phoenix heard this, he held his breath, shut his eyes, and pressed even closer to the side of the house.  _Please don't find me, please don't find me_, he hoped in his mind.  After a minute or two without a discovery, Grumpy and Loyal Heart decided to give up.

            "Maybe you just imagined it, Loyal Heart?"

            "Maybe," the dog lightly sighed in reluctant agreement.  "Still, I'm sure I sensed something.  Well, we should keep patrolling around, and maybe see if Tenderheart, Share, and Good Luck have found anything yet."

            "A little excitement would have been nice," Grumpy said.  They both began to walk off.  About a minute later, Phoenix opened his eyes, and let out a breath of relief.  _That could've turned out interesting, _he thought to himself.  _I recognized the bear from before, so I know I'm in the right place, but...that dog...he really sensed my presence? They must have more magical talent than I thought._

            He almost wanted to reveal himself to those two, but he became too nervous to become visible.  _Maybe, maybe I'll just...explore this land some more!  Yeah, that's it!  I...better make sure they haven't set any traps, or something..._Phoenix remembered seeing a river when he first came here, so he started walking around for it.  Once he found it, he traveled alongside it.  After some time, he came upon a rather dark cave.  From outside, he managed to make out several rocks jutting from the ceiling and from the river, but no walkway.  He simply decided to use a little bit of magic to hover above the water.  Phoenix then made fists with his hands, brought them to his forehead, and they quickly began to glow a strong, white light.  He navigated around the rocks until he reached the end of the tunnel, where he quickly came to a waterfall.  He looked below, and he saw a forest down there, with huge trees with different colored foliage, and fruits and flowers, some of which shaped like hearts or stars.  Suddenly, the white bear felt a bit daring.  He stepped backward a little distance, and then sprinted towards the edge of the falls.  With one giant leap, he spread his arms out, and dove for the center of the lake below.  The rush of the wind as he fell towards the bottom continued the exhilaration as he hit the water.

            "Huh?"  Brave Heart Lion was startled by the sound of a splash, coming from the waterfall behind him.  He stepped closer to the lake, trying to see what made that noise.  Though the water was clear, he couldn't find anything.  "Maybe it was just a big rush of water.  Oh, well, I mustn't get distracted," he said to himself.  As the leader of the Care Bear Cousins, he felt he had to remain vigilant in case he saw anyone, be it No Heart, or the white bear the others spoke of.  What he didn't realize was that the white bear was closer than he knew.  Phoenix silently let the current of the river move him along; still as transparent as the water he traveled with.  He looked around at all the flora, listening to the chirping of birds, and he began to relax.  He was enjoying all the sights of this forest, until something caught his eye--or, more accurately, _someone_.  To his left, he noticed someone standing by the river's shore, watching the water flow downstream.  He recognized this "someone" as the young lady he had rescued from the spider/sorcerer earlier.  While she was studying the current, unknowingly, she was being studied herself.  Phoenix kicked his feet underneath the water so that he could slow his pace and glance at her further.  There was something about this bear, something he had experienced the first they had "met".  Something about her teal fur, and her soft, black eyes gave the newcomer a tingle inside, a sensation that none of his magic has produced.

            "Wow," he let out softly, out of reflex.

            "Oh, my gosh!"  Wish Bear let out when she heard a voice from seemingly out of nowhere.  She quickly leapt backwards from the river a couple of steps, and looked wildly for the source.  Phoenix Audubon, realizing he'd blown his cover, began to panic.  Unable to concentrate sufficiently anymore, he noticed his hands had begun to fade into visibility.  He paddled hurriedly for the opposite shore.  When Wish heard the splashing, she could almost discern a figure leaving the water.  "Wait!  Come back," she yelled at the figure, and she dove into the river to pursue it.  Phoenix, now completely visible again, scampered through bushes and leaped over tree roots in an effort lose his follower.  He didn't have a reason to flee, and he didn't know where he was running to—he was still startled.  Though she was losing ground to the person ahead of her, Wish Bear kept chase, using the rattled leaves and wet footprints to guide her.  She soon came upon a cave inside a small mountain.  The mouth of the cave was not very wide, and the top of it did not rise very far above her head, but the darkness within revealed very little as to the contents from where she was standing.  Not knowing what to expect in there, Wish used her tummy symbol to create an alert signal to warn the others in the Forest of Feelings of her whereabouts.  She used her symbol again to create a shining star so that she could see inside the cavern.  With that, she stepped inside.

            For all its gloominess, the cave did not go deep into the mountain.  Sure enough, Wish Bear soon found someone standing a few yards in front of her.  He stood very still, facing a dead end as if to accept the fact that the hunt was over.  With his back to Wish and the light from her star, she could make out a blue cloak with a red trim.

            "It…it's you, isn't it?"

            The words echoed from teal bear's mouth, and they bounced off the walls for a couple of seconds.  However, that seemed to be the only movement in the cave, as the visitor remained reticent and unmoving.  Finally, he slightly lowered his ahead, looked over his right shoulder a bit, and then turned around to face his captor.  Wish's eyes widened slightly as she scanned the white bear proper.  Besides his cloak, he wore a tan vest with 4 pockets and matching shorts, and a pair of brown gloves that extended past his wrists ending with tan cuffs.

            "It _is_ you!  You're from before," Wish anxiously declared.  "Who…who are you?"

            Though the stranger had shown signs of life and responsiveness, it made him appear no less diffident, as he merely stared back at her with a blank face, and continued to give the other bear the silent treatment.  Wish Bear decided he might be wary of the given situation, so she tried to assure him of her good intentions.

            "Please, I don't want to hurt you.  And, I'm sorry I chased you like that.  It's just that, well, there have been a lot of things that have happened, and we're all kind of on edge.  But, you were the one who saved me earlier, and I don't even know your name, and you ran away before I could say, 'Thank you,' and I, I…" She turned her head down and to her left, a little embarrassed from her sudden outpouring.

            "You're welcome."

            "Huh?" said Wish Bear, lifting her head back up and looked again at the white bear, whose hands were now resting on his hips and his face seemed friendlier as he smiled slightly and his eyes reflected a bit of a sparkle. (Which could have merely been the result of the light from the shining star, but who could tell at this point?)

            "I guess I should say that I am sorry also, for running away…both times," he said.  "I was, I don't know, anxious.  To be honest, a lot has happened to me, as well, so I think I can understand what you're going through."

            "Well, I think it's about time we got out of this cave," Wish Bear suggested.  "We'll have plenty of time to hear each other's stories.  And, I want you to meet the rest of my family."  She reached out her hand to him.

            "Family…" he repeated.  He remembered why he had come here in the first place.  It looked like the journey of Phoenix Audubon was finally going to be over.

            As they reached the opening of the cave, Wish asked the newcomer to stay behind a moment, so she could introduce him.  "Nothing fancy," she assured him, "It's so my friends can prepare themselves for the shock." He agreed, and Wish stepped outside.  No longer needing the star in her hand, it disappeared into a cloud of sparkling light that rose into the sky.  Brave Heart Lion, Bright Heart Raccoon, Playful Heart Monkey, and Swift Heart Rabbit were all waiting nearby after receiving the bear's signal.  "What is it, Wish Bear?  Did you find that other bear?"  Brave Heart Lion inquired.  She nodded.

            "Yes."

            "Really?  Where is he?"  Swift Heart bounced a bit as she asked, almost instantly appearing to be impatient.

            "He's right over here," Wish motioned with her head.  She called out to the cave, "You can come out now."

            Slowly, the figure emerged from the darkness, blinking a bit from the sudden sunlight, and putting his right hand on the corner of his head to shield his face.  As his eyes regained focus, he noticed the others looking at him.  Aside from the bear, he saw a lion, a raccoon, a rabbit, and a monkey all standing in front of him.  Though they all seemed friendly, Phoenix was starting to get nervous again.

            "Um…hi," was all he could manage out of his mouth.

            "So, what's your name?" asked Bright Heart.

            "Oh.  I guess I never got the answer to that back in the cave," Wish Bear realized.  She stepped forward a bit, and requested softly, "Can you tell us your name?"

            Something about the look in her eyes made Phoenix a little bit more comfortable around them all.  He closed his eyes, took a slow, deep breath, opened his eyes, and finally revealed what they wanted to know.

            "My name…is Phoenix Audubon."

            They were all a little confused by his response.  Playful Heart giggled a little. (Maybe they were expecting a name ending in "Bear"?)  Finally, Brave Heart broke the silence.  "It's nice to meet you, Phoenix.  I'm Brave Heart Lion.  This is Bright Heart Raccoon, Swift Heart Rabbit, Playful Heart Monkey, and I think you've already met Wish Bear."

            "Well, sort of, anyway—I didn't even know her name until just now."

            "Oops," Wish Bear said quietly.  She was starting to feel almost as awkward as Phoenix was.

"I'm sure there's much more you could tell us right now," Brave Heart continued, "but we need to get back to Care-a-Lot and let the others know you're here.  Please, come with us."

            "Okay, I will," said the white bear.

            Brave Heart and Swift Heart both used their tummy symbols to create cloud cars.  "Would you like a lift?" Swift Heart offered the newcomer.  "Or, are you just going to fly and follow us."

            "No, I think I'd better take it easy for the rest of the day, so I'll climb aboard," said Phoenix, still a little tense.  So, Swift Heart Rabbit, Wish Bear, and Phoenix Audubon rode in one car, while Brave Heart Lion, Bright Heart Raccoon, and Playful Heart Monkey rode in the other car.  Both cloudmobiles started off, and then rose into the sky.  Phoenix looked over the side of the car, not only at the forest in the clouds, but also at the earth below that.  He tried to look relaxed as he sat down, smiling whenever one of the other two in the vehicle looked back at him, but…

            _Is this what's supposed to happen?_ He thought to himself.  _They haven't called me part of this "family" just yet.  Maybe I shouldn't be so nervous about this; I can see they don't mean any harm.  _He sighed.  _Maybe when I meet "the others", we can all sort this out._  He rested his head on the back of seat, and stared up at the sky.

            A moment later, a voice came from the dashboard of the car.  "Brave Heart Lion to Care-a-Lot.  Come in, Care-a-Lot.  Tenderheart, Grumpy, Loyal Heart, please answer."

            "This is Tenderheart Bear.  Go ahead, Brave Heart."

            "We found the white bear in the Forest of Feelings.  His name is Phoenix Audubon.  Get Grumpy and all the others to the Hall of Hearts, and let everyone know to come back and meet us there."

            "Copy that, Brave Heart.  Tenderheart out."

* * * * * * * * * * * * * *

            Meanwhile, sitting in the throne room of his dark castle, with his head resting on one hand, and his red eyes staring at the ceiling in frustration, No Heart continued to mull over his failed attempt to ambush his opposition, the Care Bears.  "I imagined it might only be a matter of time before one of those wretched Care Bears would learn to use magic," he said to himself, "but I hadn't expected it to be so powerful!  I still can't believe he managed to defeat me and ruin my plan!"  He slammed his fist on the armrest of his throne, which was accompanied by a crack of thunder.  Beastly, No Heart's lackey, was humming along the hallway when he heard the ruckus from inside the throne room.  "Uh-oh, sounds like things didn't go very well for No Heart.  I think I'll try and make him feel better!"  So, he strolled into the throne room.

            "You look a little down, No Heart.  Is there anything I can do to make you feel better?"

            The evil wizard moved his gaze onto his lowly assistant, and spoke unusually gently, "Why, yes, Beastly.  There _is_ something you can do."

            "Really?  What's that?"

            "**Getting out of my face this instant!!!"**

            "Yeeeaaaa-heh-heh!"  Beastly yelled out in a panic as he darted out of the room.  Unfortunately, he couldn't stop himself in time to turn into the hallway, and with a "WHUMP!" he was plastered on the bricks like wallpaper.

            "Go make yourself useful and sweep the thunder pit room!" No Heart bellowed from his chair.

            "Sure thing, Boss," Beastly replied in a nasal tone, his nose firmly pressed against the wall.  He managed to peel himself off the wall, plopped onto the floor, and scurried down the corridor.

            The sorcerer obtained some satisfaction in tormenting his servant, but more importantly, it allowed him to clear his mind for more sinister inspirations.  "Whoever that white bear was, I sensed that there is a lot of power lying dormant within him.  However, I also detected that he lacks skill in using it, as if he was working merely on instinct," No Heart was smiling from behind his cowl.  "Perhaps I can find a way to use his potential for my benefit.

            "Beware, outsider…I will teach you not to meddle in the affairs of the great and mighty No Heart!"  The wicked wizard began to laugh, first suppressed, then intensified into a full, frightful cackle, with thunder and lightning joining in outside.

* * * * * * * * * * * * * * *

            As the Care Bears and Care Bear Cousins filed into the Hall of Hearts, Wish Bear, Brave Heart Lion, Grumpy Bear and Tenderheart Bear were all standing by the door with Phoenix Audubon.

            "Boy, there sure are a lot of you," said the nervous newcomer.  His hands were fidgeting in front of his waist, which caught Grumpy's eye, so he asked, "You're not much of a people person, are you?"

            "I guess not, probably because I haven't been around people much," Phoenix retorted.

            Brave Heart put his hand on the white bear's right shoulder.  "Don't worry, Phoenix," he said. "I think everyone will see how nice you are once they get to know you better.  Heck, you might even get to join the Care Bear Family."

            Phoenix's eyes widened.  "Really?"

            "Yes," Tenderheart agreed.  "After all, you saved us from No Heart earlier."

            "No Heart?  You mean that…" Phoenix shuddered briefly, "big spider?"

            "He can be whatever he wants to be," Grumpy explained.  "He uses all his magic to try and stop us from bringing loving and caring to the people of Earth.  And, it seems he's become more powerful than before."

            "That's why it would be a great help if you were to join up with us, Phoenix Audubon," Wish Bear added.  "We could use someone with your talents to assist us."

            "Well, I guess I could think about it," he said, trying not to appear eager.  Inside, however, he was almost impatient waiting to be asked to be a part of this family, and no longer have to be alone.

            At the end of the line, Phoenix Audubon noticed two Care Bears approaching the group that were not only a bit taller, but also seemed statelier than the others.  One was a cream-colored bear with a blue, pink, and purple tail and tuft of hair and a stained-glass-looking star with a heart in the center on her chest, and to her side, someone that resembled a horse, with lavender fur, an indigo and white mane, and on his chest, a heart with a star in the center that seemed to be the converse of the bear's symbol.  The bear smiled at the newcomer.  "Hello, Phoenix Audubon.  My name is True Heart Bear," she greeted him, and then pointed to her companion on her left.  "And, this is Noble Heart Horse.  We are the founders and leaders of the Care Bear Family.

            "On behalf of the entire family, I welcome you to Care-a-Lot.  I would also like to thank you for your courageous acts in rescuing individuals and driving away No Heart."  She extended her hand towards Phoenix.

            He took the hand and shook, trying to grip firmly to mask his apprehension.  "Oh, well, you're welcome," he replied.

            "Everybody else seems to be inside right now," Noble Heart said as he peered inside the Hall of Hearts.  "I'd like for all of you to sit on stage for this meeting."  Speaking to Phoenix, he said, "We'd like for this meeting to be a chance to get to know you better, and so that you can get to know us better, as well.  Don't be afraid, this won't be a harsh investigation, or anything," he chuckled at the end.

            With that, they all stepped inside.  Phoenix Audubon looked around the main room and was fascinated by the décor.  He had seen the hall from the outside, how it was heart-shaped, and on the ceiling, where the two sides came down and met a point hung a great chandelier, with composed of several circles of lights that looked like candles, and filled the room with a cool brightness.  On each side of the grand hall was a large, heart-shaped window that looked out to the white, cloudy city surrounding them.  The floor was composed of white tiles with a big red heart on each tile, and in the center of the room was a huge heart-shaped table, where right now, bears and other animals of many different colors were talking amongst themselves, but some of them paused and looked up as they saw a white bear walk past them towards the stairs to the platform at the end of the room just in front of the table.  Tenderheart motioned to Phoenix that he should sit in the middle of the stage, and the rest of the Care Bears accompanying him sat to either side.  When they were all in place, True Heart struck the gavel to quiet everyone down and gain their attention.

            "Everyone," she started, "I'd like to introduce a very special guest.  All of you had heard of the 'mysterious stranger' that had saved Tenderheart and his group from No Heart earlier.  Well, as you can see, he has come to Care-a-Lot today to introduce himself.  Care Bears and Care Bear Cousins, please welcome Phoenix Audubon!"

            With that, everyone turned around, and started clapping for Phoenix, who only smiled nervously and waved his hand briefly.  True Heart carried on, "Mr. Audubon, if you would, please tell us about yourself."

            Phoenix waited a moment, took a deep breath, and was about to start, when he made a quick request.  "Um, you can just call me 'Phoenix'; that will work just fine.  As for about myself, well, there isn't too much to say.  All of my life, I kind of, well, grew up in a cave."

            "By yourself?" asked Noble Heart.

            "No, actually, I was cared for by a phoenix," he explained.  A few of the Care Bears had confused looks on their faces and began discussing with others around them.  True Heart Bear hit the table with the gavel.  "Please, everyone, give our guest a chance to explain.  Would you please continue, Phoenix?"

            "Okay, let me try to explain.  A phoenix is a mystical bird with special powers.  They are said to be protectors of people, and some have even been known to be guardians of the North Star."

            Grumpy Bear stood up.  "I don't understand.  Were you hatched from a phoenix egg, or something?"

            "Huh?  Oh, no, no.  That's not it all.  You see, it told me that about 20 years ago, it had found a little white cub—me—while flying over a forest.  However, I…" he paused, and closed his eyes for a moment.  "When it came for a closer look, the cub wasn't moving.  I was…I was dead."  Phoenix looked out at his audience and saw the gloom in some of the eyes.  He continued, "The phoenix was saddened by this, and it told me that it used its powers to bring me back to life.  But, it couldn't find any bears that could be my parents, so it took me under its wing, and raised me in a cave on a mountaintop."

            "Hold on a minute," True Heart blurted, "I just thought of something.  Noble Heart, remember when we were searching for the orphans, everyone here who would become the Care Bear Family?  Do you remember when we saw Dark Heart in that forest..."

            "...And he was floating over someone, and he was speaking to them."  Noble Heart finished the thought.  "What did he say?"

            "It was something like, 'Too bad, it looks like those two weren't able to save you from me.  But, don't worry, I might be able to find some companions to join you later.'  And, he laughed, then he flew off."

            "A little white cub, the only victim of Dark Heart, with no way to defend himself...Phoenix, I think that was you we saw, long ago..."

            Audubon was a little puzzled by this.  "Really?  What does this mean?"

            "I think it means you were destined to be a part of this family, all along," said Noble Heart.  "We can discuss this later.  Please, continue on with your story."

            He nodded.  "Okay, well, like I said, the phoenix and I remained in the cave the whole time, and it raised me, brought me food, gave me clothes, and even taught me some information on the outside world.  Nonetheless, the phoenix rarely went outside much, just for necessary things, like finding things to sustain us.  I never went very far outside the cave.  That is, until today."

            From the white bear's left, Brave Heart Lion asked, "What made you decide to leave?"

            Phoenix cupped his hands together, rested his muzzle on them, and sighed.  "Today, the phoenix told me that every 500 years, or so, a phoenix is supposed to die by being consumed by a fire starting from within, and that its time had come.  However, it said that it was tired, and instead, it would use the last of its' power to protect me.  It gave me a 'spirit', which would allow me to use magic, and keep me safe, but only until I became adept with using magic."

            "You mean, that fiery bird that surrounded you when you left the first time we saw you," Tenderheart Bear inquired.

            "Yes, that right.  Once it bestowed that gift upon me, it told me one last thing.  Somehow, it knew that I was part of some kind of family, and that I use my new talents to search this family out.  With that, in a bright flash of light, it was gone.  And, I was alone…" he trailed off slightly.

            Wish Bear put her hand on Phoenix's to console him.  "I'm sorry," she said.

            He looked up at her face, and saw the compassion in her eyes.  "Thank you," he said, a little breathless for some reason.

            "Phoenix," Noble Heart Horse began, "what made you think we are your family?"

            "To be honest," he tried to clarify, "I really wasn't sure.  I had just lost someone very dear to me, and I had no idea how to use my magic, so I just hung around the cave, until I stumbled onto an old book.  It must've belonged to the phoenix, and in there was a note from the phoenix telling me that this book had magic spells I might need to know and use.  So, I opened it, and the book flipped itself to a page that had a spell for locating missing family or group members.  Now, the spell required that I use a picture of a family for it to work the best.  Since I didn't happen to have one handy, I used my own reflection in the mirror.  The result was, more or less, a simple point in the right direction.  I didn't know what to expect, but I had to fulfill the phoenix's last request.  I quickly discovered I could fly, and I also found out other 'tricks' somewhat unexpectedly.  Invisibility was one of them.  When I got closer, I started to get very nervous.  After all, it would be my first time making contact with other people, so I made myself disappear, and pressed on.  I ended up finding 4 of you trying to help out a human girl from two shadow-looking monsters.  That's when I noticed the similar features."

            "That's when we helped that girl, Marigold, wasn't it?" recalled Grumpy.

            "Yes.  She, well, 'ambushed' me, and we had a nice talk."  He stopped for a moment.  "Actually, _she _did all the talking.  I was still kinda' shy at that time.  But, Marigold talked some confidence into me to keep searching, so I tried the spell to find you again, this time I had better luck since I had a mental image to work with, and then I found you all against that really gross spider, and, well, the rest is history.

            "I think that about covers everything, unless someone has a question?"

            One of the bears raised his hand and stood up, then he pointed at Phoenix, and started wiggling his fingers quickly.  This puzzled the newcomer, "What?  I don't understand."  He put his left hand inside the hood of his cloak and scratched the back of his head.  The bear at the table whispered something in his neighbor's ear, who stood up next to him.  "Sorry about that.  His name's Secret Bear, and I'm Friend Bear.  Secret Bear says he just wants to see you use some of your magic."

            "Oh, well, sure, I guess it wouldn't hurt.  Let's see now, what can I do?"  Phoenix thought about this, and then he pressed his hands flat together as was praying.  He rubbed his hands back and forth a little bit, and then opened them up like a book.  When he did, a small globe of light appeared, and began to float.  He guided it over to the two bears standing up.  Secret Bear poked at it with his finger and it moved slightly, which made both him and Friend Bear giggle.  Satisfied, Phoenix began to make more spheres, and everyone seemed to enjoy the demonstration, until Phoenix clapped his hands in delight, which inadvertently caused all the light spheres to pop loudly in succession as if they were a string of firecrackers after their fuse had been lit.  Everyone in the room, ducked, shrieked, or covered their faces, including Phoenix, who quickly apologized soon after.  "Oops!  Sorry, I didn't mean for that to happen!  I guess I need more practice," he said, laughing uneasily.

            True Heart tried to restore by striking the table with the gavel once more.  "All right, all right!  I'm sure you didn't expect that to happen.  Fortunately, no one seems to have been hurt.  Just please be more careful, Phoenix," she counseled him, to which he quickly nodded.

            Brave Heart stood up this time.  "Care Bears, Care Bear Cousins, I move that we invite Phoenix Audubon to join the Care Bear Family.  We could use his help right now, and after all, he's been looking for a family."

            "Are you serious?"  One bear spoke out, one with light purple fur and a shake with two straws on her chest.

            "What are you talking about, Share Bear?"

            "Didn't you just see what happened here?  His magic backfired on him.  Sure, he seems like a nice guy and all," Share argued, "but if he's got something he can't fully control, that's a big risk right there.  I'm not so sure he could be helpful if he can't use this magic of his properly."

            "I'm really sorry about that," Phoenix pleaded, "and I promise you that I will train really hard so use my abilities properly.  I only want to help, and..." he sighed.  "All is ask is to not be alone anymore."

            True Heart and Noble Heart conferred with each other for a moment, and then came to a decision.  "Share Bear, we understand your concern.  So, I think we'll let you all vote on this one.  If you would like Phoenix Audubon to be a part of the Care Bear Family, raise your hand."  Most of them raised their hands, including everyone on the stage with Phoenix.  "If you would not like him to join, raise your hand now."  Share Bear and two others raised their hand.  "Well, then it's decided," said True Heart.  "Phoenix Audubon, would you please stand up?"

             He rose out of his chair, and faced everyone one the floor.  Noble Heart walked up to the stage, and stood in front of the new recruit.  "Phoenix Audubon, do you pledge to uphold the mission and beliefs of the Care Bear Family?"

            "I do," Phoenix Audubon replied.

            "Do you accept the responsibility of protecting the people of Earth and their feelings from those who would seek to harm them?"

            "I do."

            "And, do you promise to be an example for others to follow, and to help your fellow Care Bears and Care Bear Cousins in times of need?"

            "I do."

            "Then, it is my honor and privilege to..."

            "Just a minute, Noble Heart."  Tenderheart Bear interrupted.  "Phoenix, I don't mean to sound rude, but, you guys, don't you think we should give him another name?  You know, a name that is more like ours?"

            "Hmmm..." True Heart pondered this proposal.  "You might be right, Tenderheart.  But, what name should we give him?  Certainly not 'Phoenix Audubon Bear'."

            "What about 'Unique Bear'?" offered Brave Heart.

            "No, that won't work."

            "Um, if I may make a suggestion?"  Phoenix asked as he slightly raised his hand into the air.

            "Go ahead, Phoenix," said Noble Heart.

            "Well, since I promised to protect peoples' feelings and defend the Care Bear Family, I would like to request the name, 'Defender Bear'."

            True Heart thought about this, and then decided, "All right, if that's what you'd like, we'll honor your request.  Noble Heart, would you finish the ceremony?"

            "All right." He cleared his throat, and began again, "It is my honor and privilege to welcome Phoenix Audubon, Defender Bear, into the Care Bear Family.  Tenderheart, would you give him his tummy symbol?"

            "Sure thing."

            "Wait!  Wait one second!"  Phoenix exclaimed.  "I'm really sorry to interrupt this, but can you excuse me for just one second?"  With that, he closed his eyes as  he started to concentrate, and then he snapped his fingers.  When he did, a curtain dropped from out of nowhere, hiding him.  No one saw or heard anything, until Phoenix's arms came out from underneath holding his clothes, and setting them aside.  He snapped his fingers again, and the curtain lifted, and he stood there without any clothes.  "I just feel that I should accept this without my clothes, so, you know, it looks like I am fully determined to take this new role.  I'm very sorry, Tenderheart.  I'm ready to continue now."

            "Okay, here we go."  With that, the heart on Tenderheart's chest lit up, and a shining copy of floated towards Phoenix and sank into his chest.  It soon began to glow, and dimmed to reveal his tummy symbol--a blue and white shield, with a star on the top section, and a heart in the bottom section.  Once he examined it for himself, he smiled, and then it looked like he was about to cry.  "Thank you, everyone.  You don't know what this means to me.  I promise, I promise I will do my best earn everyone's trust."  His pledge was greeted by a standing ovation.

            "Treat Heart, get your camera ready, and capture this moment, would you?" True Heart asked she walked to the stage and welcomed the newest Care Bear.  Noble Heart did the same, and they posed for Treat Heart's camera.  "Smile!" she said just before the flash.

            As everyone came around to give their greeting, Defender Bear said aloud, "My name is Defender Bear, and I am a member of the Care Bear Family!"

* * * * * * * * * * * * * * *

Author's Notes:

Project Date:  July 13--November 28, 2002

(Updated January 30, 2003)

The Care Bears and Care Bears Cousins are the property of American Greetings Corp, Nelvana Ltd, and Those Characters From Cleveland, Inc.  No relationship with any of the aforementioned companies is implied by this work.

The story is the original idea of the author and is not intended to represent any real event.  Furthermore, the uses of the characters are not meant to represent any real person, explicitly or implied.  Any use of the story, in whole or in part, must not be completed without the prior consent of the author.


	2. Denouement

_Rise and Fall_

Part 2:  Denouement

_            "__The price one pays for pursuing any profession, or calling, is an intimate knowledge of its ugly side."  -- James Baldwin_

            Once the meeting at the Hall of Hearts had been adjourned, True Heart Bear and Noble Heart Horse had Phoenix Audubon, who had been newly named, "Defender Bear", follow them around Care-a-Lot.  "Defender Bear", True Heart said, "we appreciate you telling us about yourself, so I think we should let you know about the Care Bear Family's history.  Like yours, our story also starts 20 years ago.  Noble Heart and I were called on by the Great Wishing Star to gather orphaned animals all over the world and care for them.  All of these animals, and us, were to become one loving family, entrusted with a vital duty—to protect the people of the earth below, and to protect their feelings so they would be able to express them freely and spread their love all over the world.  In fact, it was because of a villain named Dark Heart who sought to spread hatred across the world that the Care Bear Family was formed.  He actually tried to stop us from saving the cubs.  He only managed to succeed once…" she trailed off at this point.

            "No, if you were thinking about apologizing, you don't have to." Phoenix assured her.  "From what I've heard so far, this Dark Heart was a real threat to everyone.  Besides," he said with a smile, "I not only ended up all right, but I'm a part of this family.  I'd call that a victory."

            Noble Heart chuckled.  "Well, Defender, if I didn't know any better, I'd say your shyness has passed."

            He shrugged.  "You think so? Well, I guess I'm getting the hang of this 'friends and family' concept better than I thought I would.  But, if you don't mind my asking, I'd like to know more about this 'Great Wishing Star.'"

            "The Wishing Star is just that," Noble Heart explained, "He's a star situated on the far side of Care-a-Lot, above the highest mountain.  He is the one who grants wishes to the people on Earth.  And, since his happiness is seeing the people happy, he has asked us to safeguard the earth from those who would seek to wipe out the joy and affection of human beings.

            "In turn, the Great Wishing Star gave us Care-a-Lot and the Forest of Feelings as a home, and provides us with whatever we need."

            "But, I can assure you, Defender Bear, that you don't have to worry about answering to the Great Wishing Star, or being closely watched, or anything like that.  We are all grateful for what the Wishing Star's given us, but we are allowed to live by our own decisions," True Heart interposed.  "Of course, if you ask any of us, we would do our mission even without our 'obligations'." 

"I see," the new recruit replied.  It was a bit more information than he had expected, but at least now he didn't have to worry about asking again.

The party soon stopped in front of a house.  True Heart Bear presented Defender Bear with a pair of keys and piece of paper.  "Welcome to your house, Defender Bear.  Here are the keys to your door.  And, this paper has a list of people you'll need to see so they can help you settle in a bit.  Don't worry, there's a map on that back that'll tell you where to go.  If you need anything, don't be afraid to ask.  Well, Noble Heart and I have some matters to look over now, so we'll leave you to take care of yourself.  Good-bye!"

With that, they started to walk away.  Phoenix looked at the simple, silver-colored keys for a second, put one into the lock, turned it, and opened the door to his new home.  It was only one room, but it was a large room, and well furnished, as it had a large bed, a sofa, a television set, a desk and lamp, and a dresser complete with a mirror.  He had been carrying his clothes under his arm since his induction ceremony, so he decided to dress himself, and took a look in the mirror, with his new tummy symbol.  He looked himself over, and made several poses to get a good look at his new appearance.  _Hmmm_, he thought to himself, _I'd say it looks all right.  Goes with my cloak pretty well_.  He opened another door, which led to his bathroom.  To most people, it wasn't anything special—just a bathtub, a shower, a sink, and a medicine cabinet—but for Phoenix, who had lived in a cave all his life, it was like a far away luxury.  "This sure beats the pond," he said out loud.  He looked back into the main room, and he eyes were fixed on the bed.  It had been a long day, and was quite ready to sleep the rest of it away, but then he remembered the list the two leaders had given him.  He sighed in concession, and said, "Might as well knock these out.  He stepped outside, locked his door and pocketed the keys, then started to walk through the town, towards the first destination on the list.

· _1.) Grams Bear—Clothing_

Phoenix wasn't really sure what to make of this one.  He'd only seen a few Care Bears and Care Bear Cousins wear clothes, and the rest went without, and neither side seemed to mind the other.  _As long as it isn't fashion tips_, he thought, rolling his eyes, and then knocked on the door.  He heard a gentle voice call out, "Come in," so he opened the door and went inside.  He found a gray-haired bear knitting a quilt while rocking in a chair.  When she looked up to see who had come to visit, she smiled and said, "Oh, it's you!  Defender Bear, isn't it?  My, you're a handsome young bear!  Don't tell me—you're here for your wardrobe, aren't you?"

"Um, well, I guess.  You see, I was just…" Phoenix started to say.

"…Following the list?  Well, don't you worry, because Grams Bear will give you all the clothes you'll need!  And, they'll even have your tummy symbol on them!" she announced with a wink of her eye.

"Oh, if it's custom-made, I can come back at a later time to pick them up."

"Nonsense!  I'll take care of you right now," Grams said, and then she sat up from her chair, and beckoned to Defender for him to follow her.  She opened a door at the back of her room, which led to a dark room.  She flipped the switch on the wall, and fluorescent lights revealed a moderately sized, gray brick room, with metal shelves, each one stuffed with all different kinds of garments and fabrics.  "Now, if you'll just follow me, we'll pick out what you need.  Let's see here, we'll give you some pajamas, and even a cap to go with it," Grams giggled slightly, as she set the outfits into Phoenix's arms.  "Okay, now, you could use a slicker, and here's a southwester to complement it.  What else…oh, I know, some overalls for doing some dirty work, and some sweats for when you're exercising.  Oh, right, and you'll need some shoes for that, and some boots and galoshes for bad weather, and…Ah!  I know!  A tuxedo for those formal occasions!  Now, did you want a black suit, or white?"

"Um, white," he managed to reply, as the pile of clothes began to weigh heavily in his hands.

"Perfect!  This'll do nicely," as she added it to the top of the stack, along with a white button shirt to finish the set.  "Now, I think you'll need some towels for your bathroom, and an extra set of sheets for your bed.  Hmmm, I think that's all, unless you have a special request?"

"No…" he grunted, deciding he'd save questions for later.  As Defender Bear tried to turn around to leave, he accidentally tripped his left foot over something on the floor, which caused him to lose his balance.  He tried to move to stabilize himself and his clothing, but it was in vain, as he ended up spinning slightly, and he let out an "Oomph!" as he fell on his back.  He opened his just in time to see the clothes fall right on top of him.

"Oh, my!  Are you all right, Defender Bear?" Grams asked in concern.

She heard a muffled voice from beneath all the garments, "Just…fine."  Phoenix sat up on the floor, and pulled the pair of sweatpants partially covering his face off his head.  "But, if I may ask, Grams Bear, how will you have time to put my symbol on all of these?"

She chuckled, and then said, "Oh, I won't have to.  Just pick up something, and you'll see."

Phoenix looked around him, and spotted one of the white sweatshirts.  As he held it by its sleeves, the fabric began to sparkle, and in a matter of seconds, his eyes widened as he saw his tummy symbol fade onto the sweatshirt.  He gasped slightly.  "How…How did…How did you do that?"

Grams Bear smiled.  "You didn't think you'd be the _only_ one with some magic, now, did you?  Now, let's get you and your stuff off this floor."  Once everything had been collected, Grams asked.  "Are you sure you'll be alright getting all this back to your home?"  To which the white bear replied, "I'm sure it's nothing a little magic won't help me with."  With that, he lowered his eyes as he stared at the pile of things, then he put his arms out in front him, which caused all the items to begin to float above the floor.

"Well, aren't you the resourceful one?" said Grams Bear.  "Well, if you need anything else, you be sure to find me.  Enjoy your new outfits, little darling."

"Oh, I'm sure I will.  Bye-bye!"  With that, he walked out, followed by two hovering stacks of new clothes.  When Defender Bear got back to his place, he gestured with hands to command the flying fabric to set itself on the bed.  With that done, he let out a sigh, and thought to himself, _Boy, I guess they wear more clothes than I thought!  Oh, well, let's see what's next on this list_.  He reached into one of his vest pockets, and pulled out the folded piece of paper.  He found a pen inside of the drawers of his desk, crossed off the first item, and then looked to the next.

· _2.) Bright Heart Raccoon—Equipment_

When Defender Bear located the next house, he noticed that it was larger than his house, and for that matter, most of the other houses.  When he entered the door, he realized why: half of the structure looked like a workshop.  Phoenix saw shelves full of mechanical contraptions, some with wires twisting from all sides, others with gears, chains, and sprockets, and some simply burnt to a crisp.  Tables also held gizmos and gadgets, along with sketches and blueprints.  Light bulbs with conical shades hung low from the ceiling, illuminating only areas that had significance.  At one end of the room, Phoenix saw brief, intermittent flashes of white light.  As he moved closer towards it, he heard a faint buzzing with some crackling noise, and then, he came up on a fairly large machine. It was shiny, and had tires, but its purpose escaped him.  The sounds and lights were coming from a purple raccoon in khaki-colored overalls, wearing a face shield and bent over as he used an arc welder to attach a metal plate to the side of the machine.

"Excuse me," Defender said, raising his index finger into the air slightly to get the inventor's attention.  The shielded face looked towards him, and then the raccoon flipped the switch on the welder to turn it off, and then raised the shield to show a friendly countenance underneath.  "Oh, hi there, Defender Bear," he said.  "How are you doing?"

"I'm fine, thank you," replied Phoenix.  "I hate to bother you, but I've got this list of things to get done, and your name happened to be next."

"Oh, that's no problem!  If you'll just follow me, I've got some things to give you."

"Heh-heh. Great," Defender Bear said, half-enthused.  _Am I going to be buried alive under stuff again_, he thought to himself.

Bright Heart walked to a metal locker and opened the doors.  First, he handed Phoenix a small, heart-shaped device.  "This is your Caring Beeper," he explained, "And, this is your cell phone.  The numbers for each of them are on the back.  By the way, do you know how to use these things?"

"Well, I've heard _of_ them from the phoenix…" He was a little embarrassed by the question.  "But, hey, they don't seem too complex.  I'm sure I'll figure them out in no time!"

"Okay.  That should be all you need.  If you see anything you'd like in here, let me know."  The white bear was about to say something, until a small, black object on one of the tables caught his eye.  He approached it for a closer look.

"Wow, I know what this is. It's a laptop computer!"

The raccoon giggled.  "Yep.  Would you like to have it?"

Phoenix turned around and faced Bright Heart.  "Really?  You mean it?"

"Sure, go ahead.  I already have one, so you can take this one.  I've just upgraded it, so it should run really well.  Plus, there's cable Internet access in everyone's house, so I'll just give you some cables, and you'll be ready to go!"

"Gee, thanks a lot, Bright Heart.  Now, can I ask one more question?"

"Sure, what is it?"

Defender Bear looked towards the creation the raccoon had been working on.  "What's that supposed to be?"

"Oh, that?  That's going to be a vehicle that can move in any kind of terrain," Bright Heart proudly boasted.  "Where no ordinary car could go, this baby will be able to power through, all with room for four!"

"Gosh, it seems so, so…heavy."

"It has to be tough enough if it goes through rocky roads, or snow storms," said Bright Heart.  "Say, Defender Bear, while you're still here, can you help me out?  They say you can use magic, like, right?  I was wondering if you could help me weld this sheet of metal onto the vehicle."

Defender Bear looked at the shiny, paper-sized sheet metal, and decided, "Okay, I can give it a shot."  As they walked back towards the truck-like invention, Defender lifted up his left hand, and soon, the entire glove was surrounded by fire.  After staring at it for a few seconds, he said, "Hmmm, this is probably too much for this sheet."  He lifted up his index finger, and concentrated on it.  The fire on the hand diminished everywhere else except for the finger, which now had a small, but powerful flame, just like a torch.  He looked behind him, and asked Bright Heart, "Should I have some protective eyewear, also?"

"I'm sure I have a set around here," the inventor said, looking around.  "Here.  Try these on," as he handed the magic-user a set of goggles with dark lenses.  Defender used his right hand to secure them over his eyes, and when he was ready, Bright Heart handed him the piece of steel.  Defender held it to the body of the vehicle, and by following the edge of the metal with his lit finger, being sure to cover the space thoroughly, fused the sheet to the body.  When he finished, he blew the flame on his finger out, and lifted his goggles to view his work.

"I think that looks good.  What do you think?"

Bright Heart examined the side closely.  "Hey, you did that pretty well!  Thanks for your help, Defender Bear."

"You're welcome.  Well, I think I better finish this list here.  I guess I'll see you around," said Phoenix as he started to walk out.

"Okay, bye-bye!"  Bright Heart replied, giving his vehicle a look over.  "Hmmm, I think it's ready for a test-drive soon."

· _3.) Brave Heart Lion—Training Information_

With this being the second to last task to complete on his list, Defender Bear was eager to get this item done.  After dropping off his new tools, he set out to find the leader of the Care Bear Cousins.  Once he found the correct house, he knocked on the door loudly.  But, after a minute or so of waiting, no one answered.  He was about to turn around to leave, until he had heard a "ROOOOOAAAAARRRRR!!!" from the back of the house.  Defender walked around, and sure enough, there was Brave Heart, practicing his roars while standing under a tree.  When he noticed that the lion was facing away from the house, Defender Bear suddenly had a very sneaky idea.  He crept up silently behind Brave Heart, and just as the lion finished taking in a deep breath, Defender Bear let out a magically altered scream—the yells of several different birds calling in unison.

Needless to say, Brave Heart was intensely shocked by the unexpected racket, which caused him to let out a "Yaaaaaaaaaah!!!" as he shot up into the air, grabbing a tree limb on his way up, and wrapping himself around it like his life depended on it.  On the ground, the guilty party giggled once, then bust out into full laughter, dropping to the ground and clutching his sides while rolling around.

"Hey, what's the big idea?" Brave Heart complained, clearly not sharing in the bear's enjoyment.  He relaxed his legs, dangling only by his arms, and then let go of the branch completely. Landing on his feet, his hands on his waist, and a prominent scowl on his face, the lion stood over Defender Bear, who was still lying on the ground.

"I…I'm sorry, Brave Heart," the bear managed to say while panting from all the laughter.  "It was just that…Well, you seemed to have your guard down, and…It was such an open opportunity…"

"Then, I take it you've overcome your shyness," he asked sarcastically.

Defender got up off the ground.  "It appears so.  Yes, I think I'm fitting in just fine.  Now, I know I came here for a real reason…Oh, right!  I came here about this list," he said, showing the paper to Brave Heart.  "All right," he replied.  "I'll just give you a quick talk about Care Bear training.  We have it Monday through Friday, from 9 A.M. to 2 P.M., at the Hall of Hearts.  I'll give you more information about it tomorrow.  Don't be late.  And," he added with a hard stare, "I'll expect you to behave during those times."

"Don't worry.  I promise I won't sneak up on you anymore," Defender said sincerely.  "Well, thank you very much.  Good-bye, Brave Heart."

The lion waved as the white bear departed.  He tried to continue working on his roar, but he found himself constantly looking over his shoulder.  He finally said aloud, "Oh, forget it," and retreated to his house.

"Well, it looks like I've only got one more stop, and I'm all set," Phoenix said to himself as he walked down the street.  A short distance ahead, some other Care Bears called out to him.  "Hey!  Defender Bear!  Over here!" yelled a yellow-haired bear wearing a red varsity jacket and matching headband.  Phoenix walked over to the group.  "Hello.  You…you're Champ Bear, right?"

"You got it, sports fan!  Let me introduce you to some of the other Care Bears.  This is Cheer Bear, this is Harmony Bear, and that's Proud Heart Cat."  They each waved at the newcomer.  "So, what do you think of Care-a-Lot so far?"

"I think it's a nice place.  I think I'm fitting in just fine, and…"

"Hey!  Look out!!!" yelled Champ, and he and the others started running away.  Defender Bear wasn't sure what startled them, until he turned around.  He saw the large, hulking vehicle that Bright Heart had been working on earlier barreling towards him.  The raccoon was in the driver's seat, and when he saw someone standing in the way, he stuck his head outside the window, and shouted, "Get out of the way!  I can't stop this thing!"

Defender knew he had to run, but for some reason, he couldn't get himself to move out of the way.  With only a few hundred meters between him and the out-of-control invention, he began to panic.

All he could do was say aloud, "This is going to sting, isn't it?"

**WHAM!!!**

The sheer momentum of the vehicle was not only enough to strike Defender, but keep him pressed against the body's front.  Inside, Bright Heart was working desperately to stop the runaway ride, until the situation worsened.  "Uh-oh, now I've lost control of it!" he yelled out.  Now, there was an armored vehicle racing through town, fishtailing all over the road.  They were coming up on an area that seemed to be undergoing heavy landscaping.  When Bright Heart noticed a deep ditch in the ground, he instinctively opened the door, and leapt out to avoid the hazard.  He rolled a couple of times on the ground, stopping facing towards the trench, and watched in anguish as his creation fell into the ditch, rolled over, flipped once, and finally came to rest on its side as it was being shrouded by the clouds of dust it kicked up.  Champ Bear, Harmony Bear, Cheer Bear, and Proud Heart Cat all ran towards the scene to help out the victims.  Champ ran to Bright Heart, "Bright Heart!  Little Buddy!  Are you okay?  Come on, Bright Heart!"

Bright Heart moaned, and started to get up.  "I…I think I'm alright."

Harmony Bear looked around.  "Where's Defender Bear?"

"Look!  Over here!"  Cheer Bear pointed to the east, and about 40 feet away, they saw him, sitting on the ground next to the side of a building, slumped over forward.  The force of the impact had thrust him off the vehicle and he was thrown against the side of the building.  There were some spots and streaks of blood on the wall above the victim's body, presumably from where he had initially hit the wall.  When the Care Bears reached Defender Bear, they raised up his upper body, and they saw where the blood came from—Defender had a long gash below his right ear, and the seeping blood was causing part of his face to turn vermillion.

"Quick!  We've got to get him to Take Care!" Champ Bear exclaimed.

As they started to move him away from the wall, the group heard a low groan.

"Uhhhhh…"

"Defender Bear?  Defender Bear!"  Cheer called to him.  "You're alive!"

"Huh…Yeah, I'm alive, but I've got a really bad headache."  He put his right hand on head, and then quickly took it off and looked at it, noticing it was now tinged with red.  Then, he noticed the remains of the armored car in the distance.  "Oh, yeah, I think I remember why now."

"Defender Bear, we've got to get you to Take Care Bear," Bright Heart pleaded with him.

He winced for a second, then replied, "Hang on; I think I can fix it."

"What, the vehicle?" The raccoon asked.  Even he knew that wasn't as important as Defender's condition.

Defender Bear shook his head slightly.  "No."  He put his hand back over the wound, and closed his left eye. (He already had his right eye shut to keep the blood out.)  Then, a green light started to glow from underneath his hand, and then died out.  He took his hand off his head, looked up, and asked, "Does anybody have any water?"

Everyone seemed puzzled by the request, but Bright Heart answered, "I think I had a water canister in the vehicle.  I'll go check to see if it's still intact."  Proud Heart followed him, while Champ and Harmony stayed behind with the victim.  The two cousins quickly ran back, carrying the undamaged canister.  They opened it up, and started pouring the water out.  Defender Bear put his right hand out, and splashed water on his face to start cleaning away the blood.  As he did, to everyone's amazement, they noticed that the cut had healed.  Once he felt he'd gotten all the red off, he tried to stand up.  However, he wasn't able do it on his own, so the others helped him rise to his feet.  "Wow, how did you do that?" Harmony asked.

"Magic," the white bear simply replied.

"Either way, we should still get you to Take Care's office, just to make sure there's nothing more serious," Cheer offered.

"His name was the last one on my list, so I was headed there anyway.  I should be able to get there on my own.  I'm okay."  Unfortunately, he only managed two shaky steps before he stumbled and fell down on his back.

"Um…I'm not okay," Phoenix realized.

Champ posed the question again.  "Sports fan, why don't you let us help you get to Take Care Bear?"

"Okay, okay, I give.  Just one question—is everyone dancing around me really fast?"

They looked at each other.  "No," Harmony responded.

"Oh, so then it _is_ just me."

The other Care Bears snickered, then picked up Defender Bear, and helped him along the short distance to Care-a-Lot's resident doctor.

· _4.) Take Care Bear—Medical Examination_

Defender Bear was now sitting on a bench, with his clothes beside him, in the examination room of Take Care Bear, a tan colored Care Bear with a smiling apple on his chest, and wearing a white doctor's coat.  After performing several simple tests on the newcomer, the doctor was reviewing the notes on his clipboard.  The silence was starting to make the patient uneasy, still dizzy from the earlier incident.  Take Care Bear was the first to talk, as he looked up from his clipboard.  "Now, you said that you had been in an accident earlier, correct?"

"Yes, that's right," Defender replied.

"But, the others who witnessed it said that you healed your own wounds.  How did you do that?"

"Well, I put my hand over the cut on my head, and then the cut was gone.  Magic."

"Hmmm…" He put one hand on his chin and the other on his waist as he looked at Defender Bear for a moment.  He walked up to the white bear and asked, "May I see where your cut was?"

"Ow!" Defender Bear let out and jerked back as Take Care touched his forehead.  "Oh, I'm sorry," Take Care apologized, "Seems to be quite sore still."

"Yeah.  This was my first time actually healing my own injury, so I'm guessing it wasn't perfect.  I have a really bad headache, and my vision is still kinda' shaky."

"Well, as I'm checking the results from the tests, it seems that everything else about you is normal…or, at least, is similar to other Care Bears.  Other than your body temperature running a degree or two higher than others, you check out all right.

"But, if you don't mind, may I make a request?" Take Care Bear asked.

"Yes.  What is it?"

"Now, how can I put this the right way?" The doctor sat down on the bench next to Defender.  "Your magic is a special talent that you have, and how you use that is entirely up to you.  But, I think this accident might have revealed something—you were able to restore yourself somewhat, but it wasn't perfect.  And, the fact that you tried to simply walk away from this dangerous event could have complicated your health even more.

"I'm not saying you shouldn't use your magic to heal yourself, or someone else.  But, I just want you to think that maybe...you shouldn't rely on it for everything.  You're still new at this, and I feel it is better that you remember that you have friends who will want to help you, and you shouldn't turn them down.

Defender Bear looked down at the white tile floor, and exhaled an apologetic "Hmmmmm."

"Besides," Take Care winked at him and chortled, "I can't have you taking over my job."

While still looking down, Defender replied in a monotone, "Only on one condition, Take Care Bear."

Take Care turned his head slightly.  "Oh?  What's that?"

Now Defender was the one to look up and smile.  "You wouldn't mind if I simply called you, 'Doc', would you?"

The doctor was speechless for a second, and then couldn't help but laugh.  "All right," he finally was able to answer, "That sounds like a fair agreement."  He offered his hand to seal the deal.

Defender took it, and shook firmly.  "Thanks, Doc.  So, what can you do about my headache?"

"Well, considering how you seem to be healing at an accelerated pace, I think if you just rest for the remainder of today, you should be fine tomorrow," He picked up a small bottle from one of his shelves, and handed it to his patient.  "But, you can take some of these to help with the pain.  And, don't be afraid to see me again, in case you feel worse."

"Okay, I will do that.  Thank you, Doc."

"Have a nice day, Defender Bear!" Take Care said, standing by and holding his clipboard between his crossed arms.

As Defender Bear stepped out of the exam room pulling his gloves back on his hands, he noticed Champ Bear and Bright Heart Raccoon sitting down in the small waiting room.  "Hi, you guys," he said to them.

Bright Heart stood up.  "Defender Bear!  How are you feeling?"

"My head's still kind of tender, and I've still got a headache, but Doc says I should be better by tomorrow."

"Hey," the raccoon continued, "I'm sorry again about that accident.  I…"  Defender raised his right hand to signal him to stop explaining.  "I know you didn't mean for that happen.  Besides, you're okay, and I'll recover, so I think we can just leave this all behind us, alright?"

"Oh.  Okay."

"Say, Defender, what are you going to do now?" asked Champ.

"I think I'm just going to head back to my house, and take it easy for today," he said.

"Would you like some help back?"

The white bear looked behind him at Take Care's office, and then looked at Champ again.  "Yes, I'd like that very much."  So, they all walked back to his house.  Once the other two walked off, Defender Bear closed the door behind him.  Looking at his bed, he suddenly felt tired.  He threw off all the clothes he had been given earlier, laid down, and drifted off.

A couple of hours later, Defender woke up, feeling better.  As he looked around, he remembered he had something to do.  He went to open the door, and found someone had just arrived at his doorstep.

"Oh, hi there, Wish Bear," he said, a little startled.  She was just as surprised, and almost dropped a box she had in her hands.

"Oh!  Hello, Phoenix, I…I…just thought you might be hungry, so I brought you something for dinner.  I heard about the accident earlier, so I wanted to see how you were doing.  Say, were you planning on heading out somewhere just now?"

Defender Bear put his hands up to stop her.  "Whoa, whoa, one question at a time, if you don't mind," he chuckled.  "Let's see now, I just took a nap, so I am feeling better from before.  And, yes, I was about to leave just now."

"Sorry about that," Wish apologized.  "So, where are you going, if you don't mind my asking?"

"Back to my old home, the cave, to pick up my book."

"Right, you mentioned something about a spell book earlier, didn't you?"

"Yes, I did, but I never thought of it as a 'spell book' before, but I guess that's what it is."

"Well, how were you going to get there?"

"By the same way I got here—flying.  But," Defender paused for a minute.  "Doc…er, I mean, Take Care, said that I should take it easy for today."

"Oh, I could give you a ride over there in my cloud car," Wish Bear offered.

"Really?" he asked, delighted by the help.

"Sure, I'd be happy to help.  After all, that's what Care Bears do.  Besides," she handed the box to Defender.  "It'll give you a chance to eat dinner."

"Oh yeah, I guess I hadn't noticed I was hungry until now," he replied, rubbing his neck with his right hand.  With that, Wish Bear used her tummy symbol to create a cloud car.  She sat down in it, and motioned for Defender Bear to come in.  As he buckled himself in, he looked at his own tummy symbol, and thought to himself, _These things can do this?  I wonder when they'll teach me how to make my symbol do that.  _As he opened the box with his lunch, Wish said, "It's only a tuna sandwich, French fries, and apple juice, but I hope you'll like it."  To which Defender replied, "That's okay, I'll eat anything right now," as he took a bite of the sandwich.

_That was a "guy" response, Wish thought to herself._

Defender Bear pointed the way to the mountain that he had called home for so long.  They parked the car at the summit, and Defender was the first to get out and he ran inside.  He seemed eager to be back.  A few seconds later, he came back out, and said, "Come on inside."

What Wish Bear saw was a modestly sized cave, with light gray walls, and a clear pool in the middle, fed by a babbling brook.  On one of the walls, a section was highly polished that it made for a mirror.  Stalactites and stalagmites dotted the cavern, and the echoes from the water and the bears' movements were remarkably clear.  "_This_ is where you were raised, Phoenix…I mean, Defender Bear," Wish said, correcting herself.

"Yup, home sweet home.  I know it may not seem like much, but, even now, it still feels…safe," said the white bear.  "Oh, and, uh, it doesn't bother me if you still call me 'Phoenix'.  After all, it isn't like I've abandoned my past."

"Since we're on the subject, how did you get the name, 'Phoenix Audubon'?"

"Actually," Phoenix started, "there's a fairly simple explanation to that.  Since I was raised by a phoenix, that's where my first name comes from.  As for my surname, there was a human being who also had the name 'Audubon', who was famous for his study of birds.  In a sense, he had a special relationship with birds, and I had one of my own."

She nodded in acknowledgement.  Phoenix walked over to the side of the small indoor lake, and waved Wish over.  They both bent down to look at the clean bottom of the pond through the equally pristine water.  Phoenix playfully splashed a little water in Wish's face, and laughed.  She responded with a crafty smile, and with both hands, shoved Phoenix into the water.  As she laughed, she offered her hand to pull him out.  He replied, "Thank you," and with a smirk of his own, he grabbed firmly onto her hand, and pulled her in.  Wish let out a quick yelp, and once she came up, gave Phoenix an annoyed stare.  They both floated there for about a minute, until they both burst out in laughter.  This time, they each got out of the pool of their power, and began to shake off the moisture from their fur.

"That was refreshing," Phoenix said with a quiet laugh.  "Seriously, it's time I got what I came for."  So, he walked to the pile of rocks that hid his prized (and his only, save his clothes) possession, and began to move some of the stones out of the way, until he uncovered the book of spells.  He held it out in front of him to show his companion.  "Well, here it is," he told her with satisfaction.

"Wow, that's a pretty big book," Wish Bear said.  "It must be a lot of spells in there."

"I suppose, but I've never actually taken the time to read it thoroughly," Defender Bear admitted. "Almost all of the magic I know I discovered innately.  But, anyway, this is all I needed here, so let's head back."  Phoenix followed Wish Bear back outside, but he stopped right at the threshold for a couple of minutes, bowing his head slightly.  He turned to look at his home cave one more time, and then got back into the car, and both bears headed back to Care-a-Lot.

* * * * * * * * * * * * * *

It was the middle of the night in Care-a-Lot, and most the Care Bear Family was asleep, save for one—Bedtime Bear.  It was his duty to be on guard for any dangers to either Care-a-Lot or Earth during the night, and to alert the rest of the Care Bear Family should a crisis arise.  (Coincidentally, he was often found sleeping during the day, so this task fit him perfectly.)  He was making his usual rounds through town, carrying a lantern to light the way.  It was a fairly warm night, with a little wind to sway tree leaves and bushes.  Going down one of the roads, he noticed a Care Bear wearing a nightcap and gown, sitting still out on their doorstep, with their elbows resting on their knees, hands cradling the head, which held a gaze straight out in front.  Bedtime walked over and stopped in front of them, when he realized who it was.  "Hi, you must be Defender Bear!  You're the new Care Bear, right?"

"Yes, that's me," was the apathetic answer.

The blue bear continued, "We've never met.  Allow me to introduce myself.  I'm Bedtime Bear.  Say, isn't it nice out tonight?"

"Uh-huh," Defender Bear sighed.

Bedtime Bear sat down next to him on the doorstep.  "What's wrong?  Can't you sleep?"

Defender folded his arms in his lap, and looked at his visitor.  "No, not really.  I'm feeling a little restless, I guess."

"Restless?  About what?" Bedtime inquired.

"About tomorrow.  It'll be my first day of training to be a real Care Bear, and I, well…" he halted briefly.  "…I'm really worried that I'll mess this up, or something.  I don't want to disappoint anyone."

"Hmm, it sounds like you might have a problem there," Bedtime concluded, putting his hand under his chin to exaggerate his pensive expression.  "Let me ask you a favor."

"What is it?"

"Lift up your nightgown," Bedtime directed.

"Huh?" Defender replied, puzzled by the request.

"I want to see your tummy symbol."

"But, it's already on my nightgown," the white bear tried to contend timidly.

"Please," Bedtime pressed him, a look of concern on his face.  Defender sighed, then stood up, and reached down to the bottom of his pajamas, and lifted the gown up to his neck, revealing his marked chest.

"Ah, so you _do_ have a tummy symbol!" Bedtime said contentedly.

Defender let his nightgown fall back down.  "Well, yeah, I do," he answered, unsure of the significance.

"Don't you see?  Since you have a tummy symbol like the rest of the Care Bears, **that makes you a ****realCare Bear.  That symbol is a sign of our trust that you will uphold the beliefs of, and fulfill the duties of the Care Bear Family.  Just think of this training as guidance on how to do all of that.  I'm sure you'll do just fine.  Besides, if you do have problems, we're all here to help you through them."**

Defender looked down at his chest, then right into Bedtime's eyes.  "Wow, I never thought of it like that before."

"Well, I better get back to patrol, and you should get to bed.  Here, let me help you out."  Bedtime took a few steps back, and then used his stare on Defender Bear.  "You'll fall asleep now in about a minute or so.  Good night, Defender Bear, and good luck tomorrow!"

As he walked off, Defender Bear waved and said, "Goodnight, Bedtime Bear!  And, thanks!"  With that, he went inside and slipped into bed.  Soon after, he yawned, and closed his eyes, and finally drifted to sleep.

In fact, Defender Bear would do well during his training.  Even his instructor, Brave Heart Lion, still a bit skeptical at the newcomer's abilities, was impressed at how quickly he learned--Care Bear Family history, using his tummy symbol properly, driving a cloudmobile, and various other subjects.  In just under a month, Brave Heart had decided that Defender was ready for his first caring mission. Grumpy Bear was chosen to accompany Defender Bear to see how he would take care of the problem and provide advice.  For his first mission, the novice brought his spell book with him, but decided to leave his clothes in the trunk, so as not to appear too different from his veteran escort.

On the drive there, Grumpy asked Defender, "Are you nervous?"

"A little", he replied, twiddling his fingers in his lap a bit.

"Don't worry; this mission shouldn't be too difficult.  All we have to do is help a little boy named Frank who's being picked on by a bully."  Defender nodded, and soon, they landed at an elementary school field during recess time.  Sure enough, they witnessed a small, brown-haired boy backing away from a taller, stouter boy.

"Come on, Dean, why do you have to keep taking my snack money?" pleaded Frank, the little boy.

"Hey, big boys need more food than shrimps like you," the bully jeered.

Frank continued to step backward from his tormentor, until he felt a wall behind him.  He desperately looked for an avenue of escape while Dean slowly advanced.

With a greedy smile on his face, the bully taunted victoriously, "Nowhere to run, shrimp, so you might as well just hand the money over!"

There seemed to be no hope for young Frank, until they both heard someone yell out, "Hey there!"

They both turned around to find two small bears running towards them.  They ran past the bully, stopped in front of the little boy, and faced the aggressor.  Grumpy turned his head towards Frank and asked him, "Are you okay?"

"Yeah, I'm okay.  You're Care Bears, aren't you?"

"That's right, Frank.  Defender Bear and I have come here to help you with your bully problem."

"Listen, Dean," Defender Bear said to the boy who towered over him, "it's not right for you to be picking on Frank like this.  You shouldn't be stealing from him."

"Care Bears don't scare me," the bully taunted as he took a step forward.  "I'm big enough to take you both on."

Grumpy tried to pacify the young boy.  "No one's looking for a fight here.  I'm sure we can talk this thing out."

"How about we let my fist do the talking?" Dean threatened.  He made a fist with his left hand, raised it up, and was about to lunge it forward, until he felt something holding his arm back.  He looked to his side, and saw Defender Bear floating beside him, holding the bully's wrist with both hands.  "Hey, what's the big idea?" he complained.

The white bear spoke with an unusually unsympathetic tone of voice.  "I insist that you not resort to violence."

"I told you I'm not afraid of you.  What are you going to do?"

With those words, Defender Bear grasped the bully with both hands by his shirt collar, and lifted him about a foot off the ground.  "What am I going to do?  Oh, _I'll_ show you what I can do!"

"Defender Bear!"

Grumpy Bear yelled at his partner to stop him from doing something he'd probably regret later.   Defender Bear stopped turned to look at Grumpy, and upon seeing his disapproving gaze, slowly moved his eyes back towards the former aggressor, who was now shaking from fear.  Defender laughed nervously as he gently put Dean back down on the ground, and then floated backwards until he touched down next to Frank.

 "Er…" Grumpy did his best to complete the mission.  "Do you see now what we were talking about, Dean?  If you felt scared just now, think about how Frank over here feels.  You shouldn't bully people around like that."

"Gee, I'm really sorry about before, shr…I mean, Frank," Dean said.

"Dean, I've got enough money to buy snacks for both of us, if you'd like something," Frank offered with a smile.

"Really, Frank?  You'd do that for me?"

"Sure, Dean.  Maybe we can be friends."

"Yeah, I'd like that a lot," the big boy said, and he and Frank started to walk away.  Frank turned to Grumpy and Defender, and waved to them.  "Thanks for everything, Care Bears!  Goodbye!"  The bears waved back until the kids had left sight, when Defender sighed and dropped his head in shame.

"I'm sorry, Grumpy Bear.  I totally blew that mission."

"Well, I will tell you right now that I was shocked by what you did," Grumpy lectured. "However, we did succeed in showing the bully that he was wrong for picking on that boy, so we did complete our caring mission.  Don't worry, Defender Bear, you'll have another chance to do things right on your next mission."  He patted the beginner on his back to console him.

As they got back into their cloudmobile, their radio signal turned on.  "Care-a-Lot to Care-82.  Care-a-Lot to Care-82.  Come in, Grumpy and Defender."

Grumpy grabbed the microphone and pressed the trigger.  "Care-82 here.  This is Grumpy.  Go ahead, Care-a-Lot."

It was Cheer Bear who had contacted the.  "Grumpy, we need you two to get to Rainbow City as soon as possible.  We've discovered a serious problem there."

"Rainbow City?  Do you mean that 'the gray' has returned?"

"I'm afraid so, Grumpy."

"Defender and I are on our way over there.  Care-82 out."  With that, the two bears fastened themselves in, Grumpy entered coordinates into the cloud car's computer console, and they sped off into the sky towards their next objective.

About a half an hour later, Defender and Grumpy came over a medium-sized city, full of majestic trees and buildings of all different colors.  However, at the far edge of town, they noticed an open field where the grass and tree were all in shades of gray.  They saw a crowd standing a few meters away from the field, and they landed next to them.  True Heart Bear, Noble Heart Horse, Tenderheart Bear, Brave Heart Lion, Bright Heart Raccoon, and Funshine Bear were talking with an old man and a young woman.  When Grumpy and Defender arrived, True Heart came over to inform them of the situation.  "I'm glad you made it, you two.  As you can see, 'the gray' that we dealt with before is starting to come back."

The old man continued to beg for help.  "Please, Care Bears.  As mayor Rainbow City, I urge you to stop this gray.  None of us want our town to become 'Drab City'.  There has to be something you can do!"

"How come all of us are standing over here?" asked Defender Bear.

"You weren't here when we first faced this, so I'll fill you in," Bright Heart said.  "A few years ago, some Care Bears and Cousins crash-landed into this city by fierce winds.  What they discovered was a town that was nothing but gray.  It turned out that a large 'meteorite' had fallen in this nearby field was giving off strange radiation that had not only taken all the colors out the buildings and citizens, but the people had also lost their caring, and became rude and apathetic.  The Care Bears tried to help the city, but they eventually succumbed to the radiation, as well.  Fortunately, a search party managed to find them, and we were able to push the 'meteorite' into a deep pit, which caused all the colors and emotions to return.

"We did a little research on a sample of the 'meteorite', and it turned out it was actually an artificial crystal created by Professor Coldheart.  Unfortunately, what we've discovered now is that the crystal is starting to decay, which is causing is to release incredibly intense levels of that radiation, which is now penetrating through the ground and out of the pit.

"It's threatening to spread into the city.  Unfortunately, none of us can go into the gray area.  The emissions are too strong that, by my calculations, we'll lose our caring, and in effect, our ability to do anything in approximately 10 minutes."

Defender Bear heard Tenderheart speaking to the young woman.  "There must be something you Care Bears can do," asked the girl.  "We're working hard on a plan, Jill," Tenderheart assured her.  "I promise we won't let this happen again."

Defender Bear thought to himself, _There's got to be something someone can do.  He looked to the cloud car, and suddenly got an idea.  He opened the trunk, and pulled out his spell book.  He started flipping through the pages for something that would help in this situation.  He found a spell that could prove useful, and started studying it intently.  Once he did, he pulled his clothes out and put them on.  He walked over to True Heart and Noble Heart and said, "Excuse me, but I think I can go through there."_

The two leaders looked at him with a puzzled expression.  "What do you mean, Defender Bear?"

"I can go into the field, and I can use my magic to not only protect, but stop the radiation."

"Are you sure about that?" asked Noble Heart.

"Well, no.  I only just found some spells in my book just now, but I feel confident about taking this risk," he replied.

"What do you think about this, True Heart?"  Noble Heart looked at his partner, and they both turned their backs to Phoenix to discuss this proposal amongst themselves.  They turned back around, and True Heart informed him of their decision.

"If you're sure you want to do this, then we'll give your idea a try.  But we're going to have Bright Heart track your progress in there, in case something goes wrong."

"Thank you," Phoenix replied.  He was ready to redeem himself after bungling his first caring mission.  Bright Heart Raccoon was standing next to a cloud van that housed several monitors and consoles in its rear.  "Hi, Defender Bear, what's up?" he asked.

"Hi, Bright Heart," the white bear said as he approached him, "I'm getting ready to explore the field, and True Heart and Noble Heart decided that you should keep track of me while I'm out there."

"Wow, you're really going in there?  Well, be careful in there.  Here, take these things with you.  This is a modified Geiger counter, attuned to the crystal's radiation.  And, this hard hat has a light and a video camera so we can see what you see, especially when you try to enter the pit.  You've got your cell phone with you, right?"  Defender nodded.  "Good.  Use the two-way function to stay in contact with us here.  Now, lift up your arms."

"What?  Why?"

The raccoon presented the bear with a black strap.  "I'm going to put this band around your chest, over your heart, so we can observe your vital statistics."

"Oh, well, okay," Phoenix said, as he extended his arms out to either side of him.  Once they ran a final check to ensure all the instruments were reading properly, Phoenix walked towards the field, stopping a few paces from it.  He made sweeping motions with his arms, and then held them out to either side of him.  His hands glowed green for a few seconds, but then faded as a transparent sphere formed around him.  He took a deep breath, and stepped onto the field.  He didn't feel any different.  His cell phone beeped.  "This is Bright Heart.  Come in, Defender Bear."  Defender unclipped it from his shorts.  "Defender Bear here.  I'm okay so far.  Need to know where I'm going, over."

"Your vitals are holding steady, and we've got a clear signal so far.  The pit is about 100 meters southwest from you, behind a hill."

"Copy that," Defender acknowledged.

He walked steadily towards the hill in the distance.  Once he walked to the top, he saw a large, deep hole in the ground.  He got on the radio.  "Guys, I'm in sight of the pit.  I can feel the emissions all around me, but I'm not turning gray, or anything.  The Geiger counter's needle is almost off the scale.  Do you copy?"

"We read you, Defender.  Your pulse is up, but it's not significant.  The video feed has some static, but the radio is still clear."

"Copy that.  I'm going in."

"Be careful," he heard Noble Heart say in the background.  In the van, Noble Heart, True Heart, Bright Heart, and Tenderheart watched on one of the monitors as the light on Defender's hard hat clicked on and walked towards the pit.  "That's 100 feet down to the bottom.  Be careful down there," Noble Heart warned.

As Defender began to descend into the hollow, the picture began to fill up with static, until they couldn't see anything.  The Geiger counter's needle was off the scale, and the monitor with the vital statistics only reported "ERROR."  Bright Heart tried to contact the bear on the radio.  "Defender Bear, come in.  We've lost visual.  Come in, Defender Bear!"

The only response was static.

"What happened, Bright Heart?"  Tenderheart asked anxiously.

"The radiation must be causing so much interference that it's blocking out all the signals," he hurriedly replied while he turned knobs and flipped switches on the console.  "Come in, Defender Bear!" The raccoon yelled in vain at the radio microphone.  For 10 minutes, everyone in the van was silently fixated on the screens, waiting with hope, until…

"….read…"

Bright Heart thought he heard the bear say something, so he yanked the radio and stood up.  "Is that you, Defender Bear?"

"…it's…der Bear....okay."

"Say again?"

"…is Defender Bear.  Everything is okay."  Everyone saw the Geiger counter begin to drop; Defender's vitals came back up as normal, and the static on the camera screen faded away to reveal Defender Bear standing at the bottom of the pit next to the crystal.  The giant rock, however, was surrounded by what appeared to be a box of iridescent glass, its colors shifting every moment or so.

"Look everyone!" Jill exclaimed outside of the van.  "The gray is going away!"  The Care Bears ran out to see that, indeed, the gray was retreating back to the hole.  "He did it!  Defender Bear did it!"  Everyone shouted and hugged and danced.

"Um, guys?" Defender Bear asked, still underground.  He took off his hard hat and looked straight into the camera, "What are we going to do with this crystal?  Shall I destroy it?"

"No, no, don't do that!  That rock is unstable already.  If we break it, it might release so much radiation over a wide radius that it might permanently remove the feelings from a lot of people!"

"But, Bright Heart, I don't think it's safe that we just leave it in that pit," Noble Heart said.  He took the microphone from the raccoon, "Defender Bear, do you think you can lift the boulder out of the pit?"  There was radio silence for about a minute, until he got the reply, "I don't think it'll be easy, but I can give it a try."  From the camera, they watched Phoenix jump on top of the barrier enclosing the crystal, and then they heard grunts as Defender Bear tried to focus his magic.  Suddenly, the picture began to shake, and (since the bear was looking up) they saw the light at the top of the pit slowly enlarge and intensify.  Eventually, they saw the city and the nearby hill, and at that point, everyone left the van and ran across the field to meet Defender Bear.  They found him still on top of the encasement, breathing heavily and perspiring.

"Are you okay, Defender Bear?" True Heart inquired concerned.

"I'm fine, I'm okay," the bear responded.  "Is the city okay?"

"Yeah, everything's back to normal," Grumpy Bear chimed.  "You did it, Defender Bear!"  Phoenix smiled after one last sigh, and finally jumped down.  True Heart asked Defender, "You're sure this force field will block all the radiation?"

"Yes.  According to my spell book, this field will stay up until I take it down myself."

"Then," True Heart decided, "We're going to take this crystal back with us to Care-a-Lot.  Bright Heart, we'd like to keep it in your workshop, so that you and Grumpy can find a way to safely dispose of it."  With that, the two leaders assembled everyone in a line, and they stared at the crystal, so that it began to float on a large white cloud.  Bright Heart hooked the freight to the back of the cloud van, and the other Care Bears got into their respective cloud cars, and were ready to leave Rainbow City.  The mayor came by and personally shook everyone's hands.  "Thank you so much for your help, Care Bears!  Rainbow City will get to keep its colors, and everyone can be happy again!  Bless you all!"

"You're welcome, Mayor," Tenderheart responded.  "Keep caring!"  The mayor and Jill waved as they watched the cloudmobiles rise up into the sky and off into the distance.

* * * * * * * * * * * * * * *

Unbeknownst to them, someone else was watching the Care Bears in Rainbow City.  Standing over the large bubbling cauldron in his atelier, located in one of the towers of his ominous castle, the evil wizard, No Heart, was mulling over the accomplishments of his sworn adversaries.  He was in an unexpectedly good mood, considering the success of the Care Bears.

"Well, well, well," the sorcerer said aloud, seemingly speaking to his cauldron, "it would seem that those wretched bears have actually provided me with some useful information.  Supposedly, Professor Coldheart's uncaring crystal had been lost years ago; not even the bumbling fool knew what happened to it.  And yet, now those repulsive bears have it in their possession!  And, what do they plan to with it?  They want to destroy it!"  He banged his fist on the rim of the bubbling kettle in anger.  But immediately, his tone became calm and collected.  "However, I think I can put that crystal to better use.  Yes, I believe it's time I brought out my favorite spell again," he remarked, adding a cackle at the end.  He walked to one of many wide, towering bookcases, and pulled a small, silver, ornately decorated box down from one of the shelves.  He opened it to reveal the fur-lined interior that housed a scroll.  He turned his head and bellowed throughout his castle, "Beastly!!!"  Seconds later, No Heart's hairy helper skidded to a halt at the doorway to the unhallowed hall.

"You rang, Boss?" he asked innocently.

"Beastly, I need to you collect the ingredients for this spell," No Heart barked out.  "And, I'd better not hear about any more confrontations with lousy cats!"

Beastly took the scroll from No Heart's hand and skimmed over the list.  "Say, No Heart, isn't this the spell for…"

"Yes, yes," the wizard replied apathetically, "now leave."

"I'll be back in a flash, No Heart." Beastly ran out, chuckling with glee.  No Heart sighed, "I very much doubt that.  Fortunately, it gives me time to work on another spell.

"It seems that the crystal of uncaring has been well protected, and that I shall need to enlist some help to bring it under **my**possession…"

* * * * * * * * * * * * * * *

Once the crisis on Earth had been take care of, it seemed that the atmosphere in Care-a-Lot had, for the most part, returned to normal.  Everyone had returned to their own business.

"Excuse me, Bright Heart," True Heart asked the raccoon.  "Have you seen Defender Bear?"

Bright Heart shook his head.  "No, I haven't seen him since we got back."

Funshine Bear was passing by, and heard the conversation.  "Actually, you guys," she added, "I think I saw Defender go into the Hall of Hearts."

"The Hall of Hearts?" True Heart turned to Funshine.  "What could he be looking for in there?"

Funshine merely shrugged.  They all decided to walk over there and try to find him.  When they entered the foyer, they found it empty, so they walked downs the halls for any sign of the white bear.  As they passed by a broom closet, Funshine stopped walking.  "What is it?" Bright Heart inquired once he noticed she had fallen behind.

"I think I hear someone…it kinda' sounds like they're shouting or something," she explained.

"From the closet?"

True Heart grabbed the doorknob, slowly turned it, and pulled the door open.  What they found was no broom closet.  Instead, they found an indoor court the size of a small gymnasium.  In the middle of this "gym", they found Defender Bear, holding a polished metal staff, making striking motions with it against straw dummies.  He was only wearing his vest and shorts, and was yelling with each attack toward the mannequins.  As the others saw him spin, pivot, and leap, they were in awe of what they were witnessing.  True Heart finally broke the silence.

"Defender Bear!"

The concentration of the white bear, who was in mid-swing, was broken by that shout.  He tripped over his own foot and fell forward on his face, the staff bouncing out of his hand.  He rolled over, sat up, and rubbed his head.  "Ohhh…Oh, hey guys," he called out when he discovered the origin of the yell.

"Defender Bear, what are you doing?" True Heart asked, half-demandingly.

"What are you talking about?"  
            "Why are you hitting those figures with that staff?"

"This?" he said, lifting it up slightly.  "I'm just practicing, that's all.  I mean, they're only made of straw."

Funshine noticed something hanging on the wall, and went to get a closer look.  "Hey, you've got a sword, too?"

"Whoa, be careful with that!"  Defender dashed toward Funshine, taking hold of the sheathed sword from her.

True Heart interjected again.  "Defender, I can't understand why you'd have these, or why you'd be training to use them.  Don't tell me you're intending to use these for a caring mission."

"No, I mean, I don't think so, that is…" the white bear paused for a moment.  "I can't really explain it, but, when I'm swinging the staff…or the sword…it just feels natural, like I'm supposed to be doing this."  Everyone was still trying to make sense of the situation when they joined by another interested party.

"Hey, what's going on over here?"

"Wow, what is this place?"

True Heart, Bright Heart, Funshine, and Defender all turned around, to find Hugs Bear and Tugs Bear peering in from the doorway to the former broom closet.

"Hugs!  Tugs!" Bright Heart said to the teenage twins.  "What are you two doing here?"

"We wanted to see what all the commotion was," Hugs said.

"Wow, Defender Bear!  Is that a real sword?" Tugs exclaimed as he got close to Defender's hand.  Defender Bear replied, "As real as it can get without having forged it myself."

"Can I see?" Tugs excitedly asked.

"Now, Tugs, I don't know if…" True Heart started to say, but Defender cut her short.  "I suppose there's no harm in looking."  He pulled the blade out of the sheath, and held it so it caught the light from the room.  It was a fairly small, simple sword, with a silver hilt big enough for two hands.  "Wow, that's so cool," the light blue bear cried out.  "I wanna' hold it!"  
            "NO!" Both True Heart and Defender responded at the same time, and they looked at each other when they realized that.  "True Heart," Phoenix began, "you can see why I converted this closet for my practice—so no one else had to see this.  I swear I'm not going to wield either of these senselessly."

The elder thought about it for a moment, and then she sighed in compromise.  "All right, just keep it low-key, please."

"Thank you, True Heart.  I promise I will," he said holding his hands together.  "Besides, I'm just about done here anyway.  Let's get out of here," Defender suggested to the others.  He grabbed his staff, gloves, cloak, and a towel (which he used to wipe his face), and followed everyone else back into the Hall of Hearts.  As True Heart went to close the door, she was surprised to find that the gym was once again a broom closet.  "How did you…?" she started to ask, but Defender only turned his head and winked at her.

* * * * * * * * * * * * * * *

It was a moonless sky this night.  Even with the street lamps on either side of the roads, Bedtime Bear was relieved he had brought his flashlight with him out on his watch, in lieu of a lantern.  There was an unusually cold, brisk wind that made him shiver a couple of times, even with the jacket and ski cap he was wearing.  Nevertheless, Bedtime continued to make his rounds through Care-a-Lot.  Unfortunately, watchful as he was, he would fail to notice something slinking through the darkness.  Something was in Care-a-Lot—something evil…

Defender Bear had trouble falling asleep again earlier this evening, but had finally drifted off some time ago.  As he slept, the unseen trespasser was closing in on his house.  It first moved across his window, blacking out the dim light coming from outside.  Once it reached the door, it dove for the bottom and pushed itself through the crack between the door and the floor.  Inside, the intruder regained its shape—a shadow, a minion of No Heart.  But, this one was different from all the others.  Instead of having yellow, cat-like eyes, this specter had narrow, bright red eyes.  As it noiselessly moved towards the bed where the white bear lay, the shadow opened its mouth and revealed large, sharp shadow teeth, seemingly intent on devouring its unaware victim.  Instead, it dove into Defender Bear's chest and disappeared from sight.  Almost instantly, the bear began to thrash around in bed, and broke into a sweat, as the phantom began to carry out the task ordered by its wicked master.

* * * * * * * * * * * * * * *

Phoenix Audubon found himself running through a black surrounding.  He wasn't wearing any clothes, and had no idea where he was.  He stopped and looked around, but all he could see was nothing but black all around.

"Hello?" he called out.  "Is anyone here?  Where am I?"  There was no response.   However, he thought he saw something shine out of the corner of his eye.  He turned around and found a plethora of red lights racing upward from all around.  Upon further examination, the lights were, in reality, pairs of red eyes.  To his astonishment, the black background began to take shape around these eyes, until it was now a multitude of ascending shadows, like the ones he had seen the Care Bears combat earlier.  He seemed ready to fight them all off, but the number of shadows began to taper, until they had all flown off, and revealed to Phoenix where he was.  He found himself under a purple sky with a pale crescent moon and only a few visible stars.  The bear was standing on a yellow ground, which was as smooth as concrete, but felt like dirt beneath his feet.  There were a few trees, but they were black and bare, their branches gnarled and twisting out in random directions.  A black iron fence with posts tipped with arrowheads seemed to indicate a path despite some sections being broken or mangled.

"What **_is_** this place?" Phoenix almost shouted.  Again, no one answered him.  He began to walk, following the dilapidated fence, looked all around for some clue so as to make sense of his situation.  When he looked down on the ground, he spotted the shadows of several people moving across the ground out in front of him.

Phoenix Audubon was being pursued.

Without even looking behind him, he started to run, even though he had no idea where he was going.   When he felt like he had put enough distance between his stalkers, he turned around, and was mortified by what he discovered.

He was being chased by what appeared to be approximately 10 of the Care Bears and Cousins, though there was one prominent difference: instead of their usual assortment of colors, the Tenderheart Bear, Brave Heart Lion, Grumpy Bear, and others all had black fur, except for the white on their chests, which now surrounded black duplicates of the originals' tummy symbols, and, instead of their usual happy faces, they all had grimaces as they now slowly surrounded their victim.  

"What's going on?  What are you guys doing?  It's me, Defender Bear!" he pleaded to the others, but he did not receive any reply as the continued to advance towards him.  Phoenix looked to the ground, and found his sword lying there.  He instinctively picked it up, and raised it over his shoulder at the false Tenderheart, who was now the closest to him.  "Stay back, Tenderheart, or whoever you are!  I'm not afraid to use this," Phoenix threateningly ordered, but his adversary showed no sign of stopping, his arms reaching out to grab the white bear.  But, he would never lay a hand on him, as Phoenix made one giant swing across and cut the figure of Tenderheart into two.

Phoenix had regretted his move the second he completed it, until he was horrified by what happened next.  The expression on Tenderheart's face did not change at all when the blade passed through his chest.  Instead, the figure exploded into a puff of wispy, black smoke.  As the other phonies came close, Phoenix slashed at them as well, and they, too, were reduced to black vapor.  Phoenix held his breath as he sprinted through the black "cloud" to escape.  He looked back, and watched in disbelief as the smoke reformed itself back in Care Bear look-alikes.  "Oh, man!  This can't be good!" Phoenix remarked as he continued to run.  He quickly came upon a beach that sat it front of a purple ocean.  A raft made of logs bound together by ropes was lying on the sand.  Giving only a second to ponder his options, Phoenix pushed the raft into the water and climbed on.  As the black Care Bears stepped into the water to reach the raft, Phoenix, adrenaline coursing through his veins, flung his sword at the group, returning Brave Heart Lion and a couple of others to a nebulous form.

Once he managed to calm himself down from all the excitement, Phoenix realized two things:  first, the ocean's current was unusually swift; and second, he didn't know where he was going.  A few minutes later, though, he spotted a large island, and paddled the raft with his arms towards land.  In contrast to the surroundings he left behind, this island had thick, green foliage that blocked much of the interior from view.  A few black palm trees dotted the beach where the white bear landed.  He took a couple of steps towards the jungle, and then he heard the leaves rustle.  People stepped out from the forest.  It was not natives, but more monochrome Care Bears and Cousins, this time led by Bright Heart Raccoon and Share Bear.  Phoenix growled in frustration, and took off into the jungle.  He ran over roots and sticks, pushing branches out of his way in hopes of eluding the others.  He found his way out of the forest, but skidded to a stop when all that was there was a cliff.  And, standing on the edge of that cliff, looking at Phoenix with a grim look on his face, was a black-colored Bedtime Bear.  The false Bedtime began to walk down from the cliff towards Phoenix, who slowly stepped backwards.

"Bedtime, it's me, Defender Bear!  Please, stop!  Don't do this!" Phoenix's cries fell on deaf as Bedtime continued to advance.   When he came only a few steps from Phoenix, the white bear threw his hands out in front of him, and cried out, "Stop!!!"  When he did, a fiery blast shot out from his hands, and struck the aggressor, who was reduced to black mist.  This time, however, the black smoke flew towards Phoenix and surrounded him.  When the figure of Bedtime Bear reappeared, it grabbed Phoenix's arms and put him in a full nelson hold.  Phoenix tried to kick at his captor's legs, but it did not stop Bedtime as he forced the white bear back to the edge of the cliff.  That was when Phoenix saw a black shadow rise from below the cliff up towards them.  It hovered there for a few seconds, staring with its red eyes, before flying into Phoenix's chest.  As soon as it did, Bedtime released his hold, and stood by and Phoenix doubled over on the ground, coughing in great heaves.  He felt sharp pains all over his body.  He tried to scream, but the shadow inside of him seemed to be choking him.  In desperation, Phoenix summoned all the energy he had left in him, and shouted at the top of his lungs that forced the foreign phantom inside him to be expelled out of his body.

Weakened by both the shadow and that last bit of magic, Phoenix was on his hands and knees, coughing and panting heavily.  He looked up at purple sky, and saw the shadow that had invaded him still floating up there, watching him.  All of a sudden, more shadows appeared and gathered near the first one.  There were too many of them for the poor bear to count.  As the specters began to draw closer, he could only gather the strength to feebly utter one more thing:

"No…"

The huge gathering of shadows plunged themselves into the hapless host, actually lifting him off the ground.  Once the last one had entered, Phoenix dropped back to the ground, gagged once or twice, and then finally collapsed.  His tummy symbol and white fur slowly faded to black.

* * * * * * * * * * * * * * *

Though there was quite a commotion in Defender Bear's dreams, back in Care-a-Lot, he was actually resting in his bed very still and silently on his back.  Next to the bed, a cloud of purple smoke appeared from out of nowhere.  It swirled around itself, as it became taller and taller.  Once it towered over the room, the cloud faded away, and revealed a second intruder that had come to Defender's house—the evil wizard himself, No Heart.

"Ah, it would seem that my first spell did its work," he said, laughing under his breath.  "Now, Care Bear, I command you to rise out of this bed!"

Defender Bear, his eyes still closed, slowly pulled the sheets off of him, and stood up in front of No Heart, oblivious to the danger so near to him due to the shadow still inside of him.

"Let this be a lesson to you for being such a nuisance," the sorcerer scoffed.  "Now, I order you to tell me where you put the Crystal of Uncaring!"  The mesmerized bear slowly lifted his arm, and pointed outside the window to Bright Heart's workshop.  "Very good, little bear," No Heart praised sardonically.  "Now, we can't have anyone discover my little 'visit'.  You will come with me!"  With that, he waved his arm in the air, causing the purple smoke to reappear and envelop both of them.  They disappeared from the house and reappeared in the raccoon's workshop, right in front of the crystal, still shielded by the shining box.

"Now, Care Bear!" No Heart barked out.  "I command you to remove the force field from this crystal!"

Defender Bear's hands began to glow orange.  He slowly brought them together in front of his face, and then quickly separated them by extending his arms straight out to each side.  When he did, the glow from the barrier began to dim, and in a small shower of sparkles, the box faded out.  No Heart laughed with content, until he noticed his "assistant" was beginning to look ill.  His whole body was trembling from the sudden exposure to the crystal's radiation, and even his face had a struggling scowl on it.

"Aw, the little magic user can't tolerate all this power?" the evil wizard feigned concern.  "I don't need you making a scene here and becoming evidence, so, back you go!"  With another wave of his arm, a purple cloud surrounded Defender Bear and returned him to his bed.  When the fog dissipated, all that was left was the shadow that had invaded the bear's consciousness.  "And now, with this, I can complete the next phase of my plan!  Come, shadow!  This crystal and I have much work to do!"  He once again called for the purple fog, and once it cleared No Heart, his shadow, and the crystal had all vanished.

And, no one in Care-a-Lot had any idea of what had happened, or what was to come…

* * * * * * * * * * * * * * *

The next morning, Defender Bear woke up with no recollection of the night before, no remains from any of the events, save a severe headache.  He stumbled into his bathroom, took a couple of the aspirin that Take Care had given him earlier, and splashed some water on his face.  "Gee, you'd think that living on a mountaintop all my life, I'd be used to high altitudes by now," he said to his reflection.  He took off his nightcap and gown, and tossed them on his bed.  He put on his outfit, and stepped outside to the bright, crisp morning.  Defender noticed a crowd had formed around Bright Heart Raccoon's workshop, so he walked over there to see what the commotion was.  Once he made his made way past all the others, he saw True Heart Bear, Noble Heart Horse, Tenderheart Bear, and Brave Heart Lion standing in the corner of the shop where the crystal had been the day before.  "Hey, everybody.  What happened to the crystal we put in here?" he asked.

"Actually, Defender Bear," Noble Heart retorted, "we've been waiting to ask you the same question."

"What do you mean, Noble Heart?  I just woke up, and I just got here."

This time, True Heart posed the question.  "Defender Bear, you said you were the only who could remove the barrier from the crystal, right?"

"Yes, but…wait, are you saying that **I **did this?"

Brave Heart explained, "We spoke with Bright Heart and Bedtime Bear, and neither of them observed anything out of the ordinary last night."

"That doesn't answer my question, Brave Heart," the white bear spoke defensively.

"We don't know where the crystal is, or who took it," Tenderheart said, trying to mediate the situation.  "I think we should just be more aware now, in case it has fallen into the wrong hands."

"I was afraid this would happen."

Everyone inside or near the workshop turned towards the origin of the dissenting opinion.  Walking towards the leaders was Share Bear, (seemingly) the only one Care Bear who did not approve of Defender Bear or his methods.

"What do you mean, Share Bear?" asked True Heart.

"Don't you see?  This would never have happened if Defender Bear hadn't used his magic.  He said that no one else could break his 'force field', and what do we do?  We blindly put all our faith in it!  And now, we all paid the price for such naïveté.  We don't where that crystal is now, or who even moved it.  I knew it was foolish to trust him so easily."

"Listen, Share Bear," the white bear stomped up right to his accuser's face, so close their muzzles were only centimeters apart.  "I told you, I didn't do it.  How **dare** you put the blame on me like that!  You don't have any proof, so you shouldn't be pointing fingers like that!"

"That's enough, you two!" Brave Heart put a hand on each bear's chest and pushed them apart.  "Your squabbling isn't getting us anywhere right now.  What we need to…" At that moment, however, the deep ringing sound of a bell interrupted the lion.

Someone in the crowd yelled out, "It's the Caring Meter!"  The Care Bears and Cousins ran towards the Hall of Hearts, where outside stood the Caring Meter, which measured the amount of peace and love on Earth.  They discovered that the needle had dropped 5 points, which made everyone start talking nervously amongst themselves.  Meanwhile, True Heart, Noble Heart, Tenderheart, Brave Heart, Bright Heart, Defender and Good Luck Bear went inside the Hall of Hearts and into the Command Room.  Bright Heart sat down in front of the expansive computer system, put on a headset, and displayed a map of Earth on a wide screen on the wall.  "If you'll just give me a minute, guys, I can pinpoint where the source of this disturbance is coming from," he said as he began typing commands into the console.  Within a few minutes, a red dot began to blink on the map.  "According to my calculations, the distress is coming from…Paradise Valley!"  Defender Bear looked at where the point was.  "Isn't that in the Himalayas?" he asked.  "Doesn't seem like a place to find paradise."

"We'll explain it to you on the way over there, but we have to hurry!"  Good Luck Bear took Defender's arm and he rushed out of the Hall of Hearts.  They ran into the nearest cloud car they found, and almost left, except Wish Bear and Swift Heart Rabbit flagged them down before they were airborne, and so they all rode together, and Tenderheart Bear, Grumpy Bear, Bright Heart Raccoon, and True Heart Bear rode in another car towards their snowy destination.

On the ride there, Good Luck told Defender the story of Perfect and Polite Panda.  "You see, Defender Bear, Perfect and Polite were somewhat like you—as babies, they were originally part of the Care Bear Family.  One day, however, they were lost during a confrontation with No Heart.  They ended up in a valley in the Himalayas that was covered in snow.  They both managed to survive on their own because of something special:  the love the twin brother and sister had for each other melted the snow in the entire valley, and turned it into to a tropical paradise.

"Over time, people began to move into the valley.  They lived there happily, but they had no idea how this land survived being surrounded by such a harsh climate.  The pandas were too shy to show themselves to the humans, so they never revealed themselves.  Ultimately, the twins became very lonely.  This unpredictably registered on our Caring Meter, and we found the pandas, and invited them to Care-a-Lot, where we confirmed that they were meant to be Care Bears.  We gave them tummy symbols and trained them just like you, buddy.  Unfortunately, Perfect and Polite didn't seem to fit in with the rest of us very well."

"I seem to understand how they felt," Defender bluntly commented.

"There was also another side effect no one realized—while the pandas were with us, the valley was no longer protected from the cold, and the people living there were stranded in it.  We returned to try to help, and that was when we all found what had kept the valley safe as they did.  Perfect and Polite decided to stay in the valley, but this time, they got to know the residents, so they wouldn't feel alone.  Plus, we still keep in touch with each other."

"You forgot something there, Good Luck," Swift Heart giggled.  "_Someone's _got on a crush on Polite."

"Swift Heart!" Good Luck yelled behind him and blushed brightly.

"I think that's nice, Good Luck," Defender remarked.

"Thanks, Defender," the green bear turned serious.  "But, that just makes me all the more worried.  We need to find out what's going on in Paradise Valley, and the sooner, the better!"  They accelerated the cloud car, and within 20 minutes, they arrived at the tall mountain range.  "Good Luck to Bright Heart," he said through the radio.  "We can't see the valley.  You'll have to lead us to it."

"You got it, guys.  I have the coordinates, so just follow me."

Bright Heart's car passed in front, and soon they landed in a flat land surrounded by tall, snowy peaks.  The Care Bears found themselves in the middle of a strong snowstorm.  They saw palm trees covered in snow, and leaning heavily from high winds.  They found the village in the middle of the vale, and found the inhabitants huddled within their homes.  True Heart went around and asking if they knew where the pandas were, but none of them had any idea.

"What are we going to do, True Heart?"  Good Luck asked worriedly.  "We have to help these people, not to mention find Perfect and Polite."

"I understand your concern, Good Luck, but what can we do?  We can't evacuate them all, and we don't have anywhere to relocate them."  At that point, the wind speed picked up considerably, almost knocking over a few of the bears.  With his cloak whipping wildly around, Phoenix yelled out to the others, "I have an idea, but first, I want to know if you trust me about it!"  He wasn't ready to jeopardize his credibility any further, so he wanted to be sure before he tried anything.  Once again, it seemed that the situation called for a speedy resolution.  True Heart shouted back, "All right, Defender!  Whatever you've got, let's have it!"

Defender Bear put his hand on his hood to keep it over his head.  His cloak was the only thing that kept him visible against the white surroundings.  "All right, I need one person each to head out to the exact north, south, east, and west ends of the valley!  When you get there, I need you to find a large stick, and plant it in the ground at the exact point!  The rest of you, follow me to the center of the village!"  So, Defender, Wish, Good Luck, and Grumpy trudged through the snow and against the blinding winds towards the middle of the village (and the middle of the valley itself).  The others watched as Phoenix traced a large circle in the snow with his finger, and then scribed foreign runes all around the inside edge of the circle.

On his radio, the four volunteers called in their condition.

"This is True Heart.  The north marker is set."

"Tenderheart to Defender, I have set the south rod in place."

"Swift Heart Rabbit, calling to report that the east point is ready."

"This is Bright Heart.  West end is all set!"

"All right, everybody!  Stand by, I'm going to work!"  With that, he reached behind his back, and pulled out a small, silver rod.  It glowed white for a second, and then extended until it was his full-size staff.  He muttered some words to the staff, and now it was illuminated a bright orange, able to be seen through the blinding snowstorm.  He stepped into the center of the circle, raised the staff over his head, and then drove one end into the ground.  The other bears watched as the orange light seemed to pass from the staff to the drawing on the ground, and then burst out in the four directions.  The ones at the edges of Paradise Valley watched in amazement as a trail of light raced towards their respective poles, and illuminated each one of them.  Then, the light shot upwards, all of them meeting up in the sky, forming an orange outline of a pyramid.  The winds within this pyramid began to calm down, and then faded.  Though it was still quite cold outside, it became less harsh as the moments went by.  Defender Bear, who had still been holding onto his staff, suddenly fell to his knees.  True Heart and the others had just returned, and rushed to the white bear.

"Are you all right?" Wish Bear asked, helping the white bear to his feet.

"Yes, I'll be all right.  That last spell just took a lot out of me.  Unfortunately, this barrier is only temporary.  If the pandas are what keep this valley safe, we have to find them."  The villagers, realizing the storm had died, began to come out of their homes.  Good Luck quickly began to pepper them with the question, "Has anyone seen Perfect and Polite?"

"Sorry, little bear," one man responded, "but we haven't seen them since this morning.  Then, something really weird happened—there was this really strange rain."

"What do you mean, 'strange'?"

"Well, it only rained in part of the valley, on the other side of the river.  It was short, but it was very loud.  After about an hour, the whole valley got really cold, and the snow started to fall, and, well, you all know the rest.  Before I forget, we want to thank you all for saving our village."

"You're welcome," Defender Bear bowed his head slightly.  "However, this protection is not permanent.  I don't it will last much more than one day. Be prepared to take shelter, in case the pandas don't return."

"That's really strange for a rainstorm to only affect such a small area," Bright Heart thought aloud.  "I think we'd better go investigate the other side of the river."  The river itself had actually frozen in some sections, but Tenderheart decided to play it safe and stared a rainbow bridge across.  They had only taken a few steps into the foliage when they noticed that the plants here appeared withered and sick.  Not only flowers, but the trees, as well.  Even with the snow melting all around them, the ground was heavily cracked, with only a few yellow tufts of dry grass scattered around.  They found a hut, presumed to be that of Perfect and Polite Panda, but no one was inside.

"This place looks like it suffered a drought, but the river isn't too far from here.  What could have caused this?" wondered Grumpy.

"Hey, guys," Defender said softly, "Something's been here."

"You mean the pandas?" asked Swift Heart.

The white bear shook his head.  "No, I sense something else…something bad."

Tenderheart inquired, "You think it was that storm?"

"Even with all the harsh winds and cold temperatures, the snow couldn't have been enough to kill plants this quickly," Bright Heart figured.  They all walked back to the village, and informed the people of their findings.

Grumpy asked, "Does anyone know which way that 'strange cloud' went?"  A little boy pointed eastward.  "Thank you very much, little boy," the blue bear smiled.

Good Luck started to get impatient.  "We have to find that cloud!  Polite and Perfect might be in danger!"  He once again yanked Defender by his arm, and everyone got back into the cloudmobiles.

"Please be careful, everyone," the white bear called out to the natives.  "We'll bring back the pandas—I promise!"  The villagers looked up as the two cars rose up into the air and watched them disappear into the snowstorm outside as they left the invisible safety of Defender's pyramid, in pursuit of the curious cloud.

* * * * * * * * * * * * * * *

            After about an hour or so of unsuccessful searching for the mysterious rain cloud, the two groups decided that they should return to Care-a-Lot and come up with more ideas.  Back in the Control Room of the Hall of Hearts, the other seven waited as Bright Heart was watching the map screen while he was scanning the earth for any kind of disturbance that matched what they had seen in Paradise Valley.  However, nothing appeared on the radar, and everyone remained very quiet, until something startled them all.

            They saw and heard the door burst open as Loyal Heart Dog and Funshine Bear ran in with troubled countenances.  "Everyone, come outside, quick!  There's a _huge _rainstorm coming towards Care-a-Lot!"  Everyone in the Command Room looked at each other for a second, then rushed outside, and headed towards the edge of Care-a-Lot, where the entire family had gathered to witness a giant, ominous cloud barreling towards all of them at an abnormally fast pace.  There was one more characteristic that made the Care Bears question if it was a natural phenomenon:  The entire cloud mass was purple.  And, as it continued to draw near, between thunderclaps, they managed to make out someone laughing.  Laughing a wicked cackle.

            "It's No Heart!" some Care Bears yelled out.  From atop the towering, sprawling cloud, the evil wizard revealed himself.  "I'm sure you Care Bears remember my Cloud of Uncaring, yes?  As you can see, I've brought it back.  Ah, but this time, there's something different, I've added something extra to my spell," he declared, pointing a long, skinny finger at his enemies.  "And now, I shall give you a taste of my latest triumph!"  
            "We've stopped your cloud before, No Heart" Noble Heart answered back.  "And, we'll do it again!  Care Bears!  Care Bear Cousins!  Prepare to stare!"  With that, everyone lined themselves up into several rows as the swirling storm cloud advanced.

            "Countdown!  Five!  Four!  Three!  Two!  One!  Care Bears, stare!"

            Every Care Bear and Cousin tummy symbol lit up and released their stare to overcome the approaching threat.  To their astonished dismay, their stares never reached the cloud; they only came within 50 feet of it before being stopped by some kind of invisible barricade.  Try as they might, none of them could get any closer.

            Defender Bear, who was staring with the rest of them, suddenly stopped and clutched his head, his face reflecting great pain.  Wish Bear, standing next to him, asked while still assailing the cloud, "What's wrong?"

            His response would serve to confirm the fear in each and every member of the Care Bear Family.  With his eyes closed shut, he threw his head up and cried out at the top of his lungs:

"IT'S A TRAP!!!  EVERYONE TAKE SHELTER!"

            What happens next is something that few of the Care Bears shall forget.  Upon hearing the warning, everyone began to scramble away from the threatening storm cloud that was now positioned above most of the land below.  Some made it to the Hall of Hearts.  Some dove into the nearest building.

            Some were not as fortunate.

            Following one last mighty flash of lightning, a torrent of rain poured out from above.  The rain itself seemed no different than any natural rain, but any unlucky fleeing bear or cousin soaked in it had their color, and in effect, their caring, washed out of them in a matter of seconds.  Some of the victims fell to the ground, some were frozen in mid-stride; some of them had a look of fear in their eyes, others apathy.  The rest of the family could only watch in horror as the rain continued to fall on their fallen friends.

            Up above, No Heart could not help but laugh at his triumph.  "You see, Care Bears?  What I had done to the panda twins earlier I have repeated on you.  The end is near, fur balls!  I have some of you now, and soon, you will all share their fate!  But, for now, I shall take my prizes back to my castle.  I'm sure they'll have company waiting for them!"

            With that, the huge cloud descended on Care-a-Lot, shrouding it in a purple darkness.  The remaining Care Bears and Cousins could only watch from indoors, not wanting to risk losing themselves.  Minutes passed, and the heavy fog finally began to fade away.  When it finally lifted, everyone outside had disappeared with it.

            The sun began to shine again on Care-a-Lot.  But, the only things that received it, were silence, and sorrow…

* * * * * * * * * * * * * * *

Author's Notes

_Project Date_:  December 2, 2002--January 8, 2003

(_Original Project Started:  July 13, 2002)_

_The Care Bears and Care Bears Cousins are the property of American Greetings Corp, Nelvana Ltd, and Those Characters From Cleveland, Inc.  No relationship with any of the aforementioned companies is implied by this work._

_The story is the original idea of the author and is not intended to represent any real event.  Furthermore, the uses of the characters are not meant to represent any real person, explicitly or implied.  Any use of the story, in whole or in part, must not be completed without the prior consent of the author._


	3. Ashes and Dust

_Rise and Fall_

Part 3:  Ashes and Dust

_"I'm only one, but not alone…_

I rise and fall, yet through it all, this much remains…" 

_--Whitney Houston, "One Moment in Time"_

As Defender Bear looked into the mirror, he couldn't help but wonder:  Where did it all go wrong?  How could he have let everyone down like this?  He was standing in his house, forced inside by No Heart's crippling assault.  His eyes were fixed on those of his reflection, and it felt to him like it was scrutinizing him, judging him on his progress.   While he continued to lock eyes, he took the glove off his left hand.  His face quickly snapped into a scowl, and he yelled at the mirror, "Stop looking at me like that!"  With that, he punched the glass, shutting his eyes from the falling fragments.  When he opened them again, he was now being observed by several copies of himself, each with a look of bewilderment. (Of course, they were only copying the original.)  Finally, Phoenix Audubon turned away in shame.  The sharp pain in his left hand finally began to register, and he blankly stared at the cuts and glass bits before hiding it behind his back, underneath the cape of his cloak.  He walked briskly outside toward Take Care's office, hoping no one would notice the spots of blood on the ground as he moved on by.  Fortunately, hardly anyone else was out and he arrived unnoticed.  The office was empty, so Defender Bear decided to help himself.  He extracted the pieces of glass from his left hand, washed up, added some ointment, and then wrapped his hand in bandages just enough to maintain mobility in his fingers.  He had just finished putting his gloves back on when he heard someone ask him, "Is that you, Defender Bear?"

"Oh!"  Startled, he turned around to find Cheer Bear standing in the doorway.  He hid his hands behind his back as he anxiously replied, "Um, yeah, it's me.  Wh…what is it?"

"What are you doing in here?" Cheer asked.

"Me?  Oh, um, well, you see I was, uh, waiting for Doc, and…" When he began to notice that Cheer had lowered her head slightly, he trailed off.  "You don't mean…?" he began to ask.  The pink bear nodded slightly.

"Oh."

They both stood there without saying a word, until Cheer finally spoke again.  "Everyone is meeting at the Hall of Hearts right now.  At least, everyone that's left is."

"Don't worry, I'll be there," he answered.  With that, Cheer turned around and left.  Phoenix took one last look at his left hand, his glove hiding the bandage underneath, sighed and shook his head with his eyes closed, and then set out for the assembly.

When he arrived, Defender Bear found the remaining bears and cousins seated at the table.  They were all mostly silent, some of them with their eyes gazing downward.  All the empty seats only magnified the somber atmosphere in the hall.  Once attendance had been taken, Noble Heart stepped to the podium in the room and called the family to order.

"Bright Heart, what was the number of casualties?" he asked.

"Nineteen," the purple raccoon replied.  "That number includes Perfect and Polite Panda.  We now assume they were captured in the same manner."  That started a murmur from all the bears and cousins.  Noble Heart struck the wooden block on the podium with gavel to regain their attention.

"Listen to me, everyone," the elder began, "I understand how you feel.  I know things look bleak, but we mustn't lose hope, because if we do, we may never see our friends again.  We have all faced the 'Cloud of Uncaring' before, and just because we couldn't destroy it this time, it does not mean we have lost, Care Bears.  It may be stronger than the last time, but we are stronger, as well.  If we have confidence in ourselves, and put all our effort into it, we'll be able to defeat No Heart and rescue the others!

"Bright Heart, is there anything else to report?"

"There is one more thing, Noble Heart," he said.  "After the cloud passed, the last check of the Caring Meter showed it has now dropped to 50 percent.  It's holding right now, but I don't think it would take much to send the needle into the yellow zone," Bright Heart explained, trying to maintain a dry tone of voice through the gloomy news.  Just as he finished saying that, the ground began to tremble beneath them for a few seconds.  Once again, the other members began to talk out from concern, and Noble Heart asked for their attention again.

"Do you see now how important it is for everyone to keep hope?  More than ever, we need to make a stand against No Heart.  That is why, tonight, we will be storming No Heart's castle, rescue the rest of our family, and stop the Cloud of Caring once and for all!" he shouted enthusiastically.  He had hoped the rest of the family would have joined in his excitement, but instead, they all just stared at him, a little taken aback by the idea.  Even True Heart (with whom Noble Heart had conceived the idea) gave him a look that reflected some concern.

Noble Heart sighed and muttered under his breath, "How did I know this was going to happen?"  He looked back out at the Care Bears and pressed his plan again.  "Listen, everyone, I know there might be some worries about going against the cloud, but we all know that everything depends on us.  Our fallen friends, Care-a-Lot, and the people on Earth—if we don't stop it from destroying the countless lives of the humans down below, who will?"  He stopped for a moment, and saw the look in the others' eyes that they agreed amidst some hesitation.  "A lot depends on us right now," he continued and that is why we have to act as soon as possible.  Everyone, take some time to do what you need to get ready for tonight.  At 10 o'clock, we move out."

* * * * * * * * * * * * * * *

While everyone else was preparing themselves for the upcoming campaign, Defender Bear simply started to wander around Care-a-Lot.  In his mind, he was asking himself several questions:  _Am I ready for this fight?  What if I can't help everyone?  What if I fail just like last time?  What can I do?  _When he decided to take notice of where he was, he found himself back nearby the Hall of Hearts.  Bright Heart Raccoon was standing on the raised platform where the Caring Meter stood, and he was writing something down on the clipboard he held in his left arm.

"Hello, Bright Heart," Defender said.

"Oh, hi, Defender," the raccoon greeted back, looking up at the visitor.  "Are you ready for tonight's big plan?"

With a sigh, the white bear answered, "I think so, but I'm so worried about, I don't know…everything.  Aren't you worried at all?"

"Of course I am.  I'm sure everybody is very anxious.  But, it's just like Noble Heart was talking about.  This is something we have to do.

"Besides, you've been up against No Heart before on your own.  I would think you'd be the least nervous about tonight."

Defender laughed nervously.  "Yeah, well, you would think so, but the first I was kind of, well, going on impulse.  You know, making it up as I went along.  Now, I am fully aware of what's going on. But, I don't know if I'll be as daring as the last time."  The subject was starting to become uncomfortable for Defender Bear, so he decided to ask about something else.  "Hey, is this the 'Caring Meter' everyone's been talking about?" he asked, pointing up at the meter.

"Of course!  The Caring Meter is how we are aware of problems down on Earth.  Anytime someone does mean things to others, or if someone is feeling very sad, it causes the needle on the Caring Meter to drop."  Once he finished his sentence, another tremor shook the ground.

"Whoa!  What was that?" the stunned Defender asked.  Bright Heart sighed, and explained, "That was a signal that something's wrong.  The existence of Care-a-Lot—our homes—depends on the caring feelings of both the Care Bear Family and the people on Earth.  If something threatens those feelings, it threatens this very land.  The fact that the meter is low indicates that there is a serious drop in the amount of love in the world, and that deficiency is causing Care-a-Lot to become unstable.  If it gets worse, our land will begin to crack, and break apart.  And, if the meter should ever reach zero…" He stopped for a moment; his head hung low with anguish.

"What?  What happens if the meter reads zero?" the white bear pressed.  The purple raccoon lifted his head up just enough to look at Defender.  "If the meter reaches zero, Care-a-Lot will disappear," he finally concluded.

"Oh, dear," was all Defender could say.  Once again, Defender struck a conversation with someone only to end up silently staring at the other person.  Eventually, Defender found something to say.  "Now I see why Noble Heart was so intent on raiding No Heart's castle tonight.  Um, I'm gonna' go prepare myself for tonight, and all, so, um…good luck, Bright Heart."

"Okay, thanks, Defender Bear.  You, too."  With that, the white bear hurriedly left the platform, feeling rather embarrassed for some unknown reason.  _Note to self—work on conversational skills next chance I get_, he thought to himself.  He continued to walk along until he reached the edge of Care-a-Lot.  Looking out, he could see the lands and oceans of Earth beneath him.  He decided that a trip down might help him clear his mind.  He bent his knees and then jumped and spread his arms out, and began to fly down towards the world below.  The cool, crisp air was refreshing to the white bear.  As he near the ground below, he could see a park in the middle of a city, and decided to land there.  He slowed his descent and landed inside a tree, so as not to attract quite so much attention.  He sat down on one of the limbs, and looked at everything around him—the plants, the forest critters, and the people.  He could see a couple sitting next to each other on a bench, an elderly man jogging along a path, and several children running around on the soft, green grass.  _All these people_, Phoenix thought to himself, _if only they knew the danger above them.  Would they still be so happy?  Would they still be outside?  If somehow the Care Bears should fail, can they stop No Heart from destroying this world?_

"Hey!  What are you doing up there?"

"Wha? Huh?"  His pensive moment was interrupted by a voice from the ground.  He looked down to find a little girl looking back up at him.  She was holding a red kickball in her arms.  When Phoenix saw her long blonde hair, he recognized her from before.

"Marigold, isn't it?" he softly called down.

"That's right!  And, you're, you're…Phhhhhh…"

"Phoenix," he finished for her.  "Yes, that's me."

"Phoenix.  Right, I knew that.  So, whatcha' doing up there?"

"Oh, nothing," he replied with a sigh.  "Just thinking."

"You look lonely.  I can come up there, if you want me to."

            "I'm not lonely, actually, but I don't mind having company.  But, how are you going to get up here?"

            She giggled.  "I'm really good at climbing trees!"

            "That may be, but I think I'll help you up here, just to be safe," Phoenix suggested.  He slowly waved his hands around a few times, and then held his arms out at her.  She slowly began to rise up towards the branch.  She slowly gasped in amazement, letting the ball fall from her hands and bounce on the ground.  When she was as high as he was, he slowly rotated himself around to his right, and Marigold followed the arms until she was floating centimeters above the tree limb, where the bear slowly moved his arms down and she sat herself.

            She giggled again with delight.  "Wow, that was fun, Phoenix!  Say, wait a minute.  Your tummy…you have a tummy symbol!  That means you really _are_ a Care Bear!"

            "Well, I am now," Phoenix replied.  "They also gave me the name 'Defender Bear', but you can still call me 'Phoenix'.  It doesn't matter to me."

"I'm so happy you finally found your family."  Marigold's face quickly became inquisitive when she examined Phoenix' face.  "But, you don't look happy.  Aren't you glad you have a family now?"

"Well, I am thankful for that, and all.  It's just…"  Phoenix looked at her for a moment, then turned his head, and sighed.  "I won't lie to you, Marigold.  An evil person came and took a lot of my family away.  He's trying to capture all of the Care Bears so that we won't be able to stop him from taking over the world and making it a very sad place."

"Oh, no," Marigold said in concern.  "That's horrible.  Are you going to try save them?"

"Yes, tonight we're going to the evil guy's castle."

"But, you'll save them, won't you?  You can your magic to save them, right?"

At first, Phoenix only sighed at the question.  He finally responded, "Maybe I can, but…I don't know.  I think I'm just really nervous."

"Well, I remember some of the other Care Bears helping me before.  If you're a Care Bear, then I think you'll be able to help out a lot."

The bear looked up at the smiling girl.  "You really think so, Marigold?"

"Uh-huh!  I know you'll save them."

Now Phoenix was smiling with her.  "Thanks, Marigold.  I think I'd better get back to Care-a-Lot and get ready for tonight, but I want to thank you for your confidence in me."  
            "Oh, you're welcome."  Phoenix put his hands underneath her arms, and they both floated down off the tree.  Marigold waved good-bye and ran off bouncing her ball.  Phoenix started to fly back home, but on the way there, the idea of tonight continued to weigh heavily on his mind, and he became anxious once again.__

Once back in Care-a-Lot, the white bear continued his aimless walk through the cloudy land.  His wanderings led him to the Rainbow River.  Phoenix watched the clear blue water flow between the cloud shores, until it entered the mountain cave further downstream.  He could see his reflection in the water, near perfect save some intermittent distortions from the current.  He got down on his knees and peered closer towards the image in the river.  He sighed in reflection.__

_Even with my protector's magic and Brave Heart's training, am I truly ready for this?_  _If the situation demands it, will I be able to fight?_  It seemed that Phoenix Audubon had begun to doubt his own abilities.  He searched his reflection's face for something to give him confidence, and that was when he looked at the tummy symbol of the mirror image.  The blue and white shield with a heart and a star on the double's chest (and his own) began to inspire him.  "This symbol", he said aloud to himself.  "This is proof of my membership in the Care Bear Family, but it also means that everyone in this family trusts me as well.  They trust me to protect not only them, but the humans on Earth, as well.  If they have confidence in my abilities, then I should have confidence, too.  If the time comes where I have to decide to fight or not, I'll know what I'll choose.  To protect the Care Bear Family, I choose to fight.  It is the only way I know how to show that I care."  Now, with the vote of confidence he had given himself, Defender Bear stood up from the riverbank, and began to walk back toward the city.  He stopped for second, and turned his head back towards the water.  He laughed softly, and then said, "Trust me," before continuing on.

* * * * * * * * * * * * * * *

Night had fallen in Care-a-Lot, and the time had come.  Three to a cloudmobile, the remaining Care Bears and Care Bear Cousins rode out into the darkness of the evening.  They were headed towards No Heart's castle with one goal: to free the captured family members and restore their feelings, and stop the evil wizard's Cloud of Uncaring from plunging the earth below them into an era of unfeeling.  Each team was to enter the castle at a different location in an attempt to ambush their foe.    
  


* * * * * * * * * * * * * *

But, unbeknownst to the Care Bears, their attempt at a surprise had already been foiled.  For watching them in his black cauldron was No Heart himself, quite amused at his current situation.

"Well, well, well," he mused to himself, "it would seem I have visitors this wonderfully dark night.  Those rotten Care Bears are trying so hard to win back their friends, I almost find it a shame they won't even get close to accomplishing that.  Finally, it would appear that all my struggles shall finally come to fruition tonight.  Only twelve more Care Bears to defeat, and Care-a-Lot will be destroyed.  And then, there will be no one to stop me from turning Earth into a wasteland of woe, which I shall rule over!"  He cackled to celebrate his seemingly imminent victory.

He leaned closer into the bubbling concoction in his cauldron.  "So come if you will, Care Bears," he beckoned to the visions in the liquid, "come to your doom!"  Up above him floated the same cloud from before (albeit much smaller so as to fit within his study) that had already overcome most of his enemies.  He pointed to it, and then pointed at the door leading out to the hallway.  The cloud then broke into 4 smaller clouds, and each one took a different path through the castle in search of their targets.

* * * * * * * * * * * * * * *

Defender Bear had been teamed up with Wish Bear and Grumpy Bear, and they came into the castle through an opening in the dungeon.  Expecting to find their comrades imprisoned within the cells, the team found all of them eerily empty.  Only slow, constant drops of water broke the uncomfortable silence as they quietly moved across the basement.  Grumpy Bear walked in front while Defender followed a few steps behind him.  Looking behind him, the white bear saw that Wish Bear was trailing far behind, looking noticeably anxious and constantly looking around.  Defender walked back to her.  "Wish Bear, are you all right?" he concernedly asked.

"Um, yes," she slowly replied.  Defender knew she was lying, and was determined to find the source of her fears.  "Please, Wish Bear, I only ask because I care, because I…Um, er, I mean, that is, I hate to see you so nervous, and sad."  Wish did not seem to notice the stumble in Defender's words as she sighed in resignation.  "Defender Bear, there's something you need to know.  I'm sure you've heard that this isn't the first time the Care Bears have faced No Heart's Cloud of Uncaring.  Many years ago, while I was helping a young boy on a caring mission, No Heart had created this cloud to defeat us with.  We tried to stop him from completing the spell that created the cloud, but we came up short.  He tried to use the cloud on the little boy, but I pushed him out and the way, and I had my feelings washed away.  And, if it hadn't been for that boy, I might never have recovered from that."

By this time, Wish Bear's head sagged, and she was looking down at the floor.  She felt a hand on each of her shoulders, and looked up to see Defender's face in front of her. 

"My goodness, Wish Bear, I had no idea.  You sacrificed yourself to save that little boy.  That was very fearless of you. But this time, I'll make sure you won't be a victim to that cloud again.  I swear I will do everything within my power to protect you, and save you from No Heart.  I promise I will save you from danger."

"Um, Defender Bear?"  Though she appreciated the promise, the white bear's speech was now starting to make Wish feel nervous, but not in the way that the cloud made her feel.  When Defender saw the look in her eyes, he quickly removed his hands.  "Sorry about that.  I, uh, was just, um…"

"Hurry up, you guys!  We've got to keep moving!"  The pair looked to find Grumpy shouting whispers at them at the other end of the dungeon.  They quickly ran after him, and climbed up a set of stairs.

"Where are we headed to, Grumpy?" asked Defender.

"I'm not exactly sure," Grumpy replied.  "I just hope we catch up with some of the others before they, or we, find No Heart."

Unknown to these three, however, the other Care Bears would not be able to help them anymore.  For, one by one, the smaller clouds fulfilled the orders of their evil master, flushing the caring out of the other Care Bears, and leaving the "shells" for the evil wizard to collect and add to the rest of his wicked collection somewhere within his stronghold.

Back in Care-a-Lot, the land itself was being affected by the losses.  For each Care Bear or Cousin defeated, the needle on the Caring Meter dropped more and more.  In turn, the cloudy land suffered numerous cloudquakes, causing several deep cracks in the land and in the many rainbow paths.  The Hall of Hearts had begun to crumble apart.  Not even the Forest of Feelings was spared by this disaster, as trees and plants began to whither and shrivel, and the waters of the once mighty Rainbow River and waterfall began to recede, leaving only a weak stream.  When only Grumpy, Wish and Defender remained, only 10 percent remained on the Caring Meter as it stood alone among the deserted, ruined land, with parts of the "ground" beginning to break off or disintegrate.

But, none of the bears in the castle knew of the situation at home.  They were focused on the rescue mission at hand.  After what seemed like an endless maze of staircases, the party found themselves in No Heart's magic study.  From the shelves of books and relics, to the desks full of chemicals and potions, the cauldron and the imposing thunder pit, the two veteran Care Bears knew what went on in here, but Defender Bear was experiencing this dread place for the first time, and in more ways than one.  "Oh, my", he said, putting a hand on the side of his head, "I can feel the evil in this room.  It's so heavy, it's almost overwhelming!"

"Maybe we should look around in here.  We may be able to find something to undo the cloud's effects," Grumpy said, walking over to a table and reading some of the papers lying there.

"I don't think it's a good idea to stay in here too long, Grumpy," Wish said nervously.  "I don't see any of the other Care Bears in here."

"Oh, but **_I _**see Care Bears in here!"

Wish and Defender instantly turned around at the sound of the mysterious voice, and there he was—No Heart, that conniving villain, with his arm wrapped around Grumpy Bear's neck while the poor blue bear was pulling at the arm, struggling desperately to escape.

"Let him go, No Heart!"  Defender Bear yelled at the wizard.

"And just what makes you think I have any reason to listen to anything _you_ have to say?  After all, my plan would not have been so successful had it not been for your..." he cackled briefly, "assistance."

"What are you talking about?  I'd never help anyone with evil intentions like you!"

"Funny, you weren't this difficult to work with the last time.  But, since you'll all fall before my power, I should at least enlighten you before I trounce you."

At this point, he turned to face Defender Bear.  "You see, Care Bear, it was the crystal you bears found that increased the power of my Cloud of Uncaring.  But, you had created such a powerful force field around that even I, at that point, could not have dispelled."  At this point, he narrowed his eyes a bit.  "Therefore, I cast a spell to control you through a dream…or, should I say, a nightmare.  And, I commanded you to remove the force field from the crystal.  And, all I had to do was bring it back here with me to use in my spell.

"So, you see, you little trickster, all of the havoc that I have brought upon you all, and the inevitable demise of the Care Bear Family, would not have been possible without _your help."_

"No…no!  No, it isn't true!  I don't believe you!"  Defender Bear put his hands over his ears and shut his eyes from the accusation.  Deep within, however, a part of him was compelled to agree with what the evil wizard said was not entirely false.

"Well, it sounds like you don't believe me," No Heart feigned concern.  "Perhaps I need to use some 'visual aids' to prove my point.  Not only did I use the crystal to strengthen my cloud, but I also fused a piece of it with the lightning crystal in my amulet, which increased my power multifold.  And, just to demonstrate…" He now looked down at the still-struggling Grumpy Bear in his grasp.  "I don't need my Cloud of Uncaring to do this!"

At that moment, a purple light surrounded Grumpy, and he began to thrash about even more fiercely, and yell out in agony.  But it would only last a couple of minutes, as Wish Bear and Defender Bear could do nothing but watch in horror as the blue from his fur faded to grey, and his body stopped moving and slumped over No Heart's forearm.

Wish Bear and Defender Bear were mortified by what they had just witnessed.  They couldn't pull their eyes from poor Grumpy while No Heart turned his gaze on the remaining bears.  "Now you know my true power, you detestable little animals!  It will also be the last thing you'll ever know!"  He quickly snapped his fingers in the air.  "But, I think I will allow my dear cloud the pleasure of dispatching you two."  With that, the clouds that had been roaming throughout the castle began to pour in from the door up to the space above them all in the study.  The black, smoky storm cloud began to creep across Wish and Defender, who were now retreating slowly towards an opening at the opposite end of the room.  When they got there, they realized it led outside of the castle to a ledge that jutted out only a few meters before stopping abruptly above a brown, murky cloudbank below.  The two bears continued to backpedal until they were only a few feet away from the edge as the cloud was just outside the threshold of the study.  They tried a Care Bear Stare against the cloud as a last stand, but as before, it didn't even touch it.

Wish Bear cried aloud, "I think we may have finally reached the end, Defender Bear."  Defender Bear looked down below at the hazy depths below, and then put his hands on Wish Bear's shoulders.  "Wish Bear, do you trust me?" he spoke rapidly as he looked at his partner with equally impatient eyes.

"What?" she replied, startled by both her seemingly impending doom and the brash question she faced.

"I have a plan on how to escape this, but I won't do it alone, and I need to know if you trust me.  So, do you trust me?"

As the Cloud of Uncaring began to seep outside, it appeared to Wish that she had no other alternative.  "Yes…" was all the time she had to say before the white bear wrapped his arms around her fiercely and jumped off the ledge.

Bewildered by her colleague's "plan", Wish Bear screamed as she watched the threatening cloud as she fell.  Defender, meanwhile, was studying the brown clouds below when he spotted a window along the castle walls.  Quickly deciding they had a better chance inside than what could be hiding with or below the smog bank, he guided their fall (with a little help from his magic) towards the opening.  He saw there was no glass but a set of ragged, purple drapes as Defender rotated himself so he was beneath Wish Bear.  As soon they entered the window, they hit the floor, the teal bear's landing cushioned by the white bear.  However, the impact was so strong, it knocked Wish from Defender's grasp and both of them tumbled away from each other in an unlit room.  After a few seconds to regroup (and to rub a few bumps), the two got up of the floor.  However, the darkness was so intense, neither one could see their hand right in front of their faces.  Defender managed to find a wall, and began to feel his way across.  Wish Bear started walking blindly, until she felt something.

"Um, Defender Bear, is that you?  Is this your hand?"

"No, it's not me," she heard somewhere off in the distance.

"Uh-oh…then, whose is it?"

"Don't move, Wish Bear.  I think…yes, I found a torch here!  Hang on a second," he shouted out.  With a little magic, a small fire sparked from his hand, and he put it towards the torch.  Once it caught fire, something unexpected happened—torches from all over the room had flames burst on top of them in random succession.  The sudden brilliance of light was too intense for the bears' eyes, but once they adjusted…

…they gasped in horror at the scene laid out in front of them.

All around them were the captured members of the Care Bear Family.  Every bear and cousin was there, but they were scattered all over the grand, circular room seemingly in some kind of arrangement.  Every one them was drab gray and appeared frozen in time—either standing, kneeling, or trying to crawl forward, their faces were paralyzed with expressions of agony, anxiety, and anguish.

It was like some travesty of a garden.  It was as if someone had sewn seeds of ruin and vengeance, nurtured them with spite and bitterness, to which they bore the fruit of sorrow and misery.

When Wish Bear turned to see whose hand she was holding, she looked up to find Brave Heart Lion's ashen face in front of her, his eyes wide open and mouth gaped open in fear.  She screamed out and jumped back, almost bumping into the shell that had been Friend Bear.  The startled bear quickly spun around, desperate to find any sign of life, and she found Defender Bear on the other side of the grand room, also appearing to be disturbed by what he was witnessing.

"This…is…this is horrible!"  Defender unsteadily exclaimed, as he examined Tenderheart Bear and Noble Heart Horse.

"We've got to help them, Defender Bear," Wish Bear urged.

"I know, but how do we do that?"

No ideas came to either one of them.  However, it was during that uneasy moment that something caught Defender's eye.  He ran to one of the victims, someone he recognized, but didn't expect to find.

"Look over here, Wish Bear.  It's Grumpy Bear!"  Indeed, the formerly blue bear was among the fallen, lying on the floor with the sullen look still on his face.  "If he's here, then that means No Heart might be close by."

"Closer than you realize, foolish bear!"

Defender Bear quickly turned around upon hearing those words, and one the other side, he found the evil wizard himself, and this time, he had Wish Bear struggling in his grasp.

"It seems that even though you tried to escape, but here you are, in what will be your final resting place.  Rather ironic, isn't it?" No Heart snidely remarked.

"No Heart, I demand that you release Wish Bear and release everyone else from your spell," Defender shouted at the wizard and pointed his finger straight at the foe.

"After all the trouble **I went through to cast my spell, you expect me to simply undo it all?  Now that doesn't sound very practical now, does it?"  He moved his head closer to Wish Bear's ear.  "Does that sound practical to you, my dear?"**

"Help..." she weakly uttered.

"Let her go!!!"  With that, Defender Bear began to charge at No Heart in hopes of rescuing Wish Bear.  Unfortunately, No Heart was ready for him, and with one arm still holding his prisoner, he thrust his other arm straight out in front of him, and a giant burst of purple flames exploded from his hand, right in front of the oncoming bear.  The blast completely enveloped the would-be hero, and knocked him back several feet.  Normally used to working with fire, Defender was shocked to find that was actually burning not only his clothes, but his skin, as well.  He began to roll around on the floor, desperate to put out the flames.  Realizing his clothes were being reduced to tatters, he quickly tore off of him what was left of them, and stood back up, panting from the whole ordeal.

"I think there's a lesson to be learned here, Care Bear," No Heart continued to taunt.  "You may have stopped me once with your magic, but now, you are no match for me.  And now, without your clothes, the truth is obvious.  Deep down, you're just like every other Care Bear—weak and worthless!"  He laughed at his own insult.

"You're wrong, No Heart!" the white bear retorted, "This is not over yet!"

"Well, for one of us in here, it is," he remarked as he looked down at his hostage, "It's time I finished what I had started before!"  With that, the purple light surrounded Wish Bear, and she began to cry out from the pain.  Defender Bear once again ran headlong towards her and the wizard, desperate to save his remaining companion.  But this time, it was a purple lightning bolt from No Heart's hand that stopped the white bear and dropping him to the ground.  Greatly weakened by the attack, Defender could only muster the strength to pick his head, where he witnessed the end of the incantation, and the end of Wish Bear.  With all her color and feelings gone, she simply stood there with her knees slightly bent, her arms resting at her sides, her shoulders sagging, her head bent down, and her eyes closed in a forlorn quietness.

On the ground from afar, Defender's mouth was open, but he couldn't make a sound after witnessing this defeat.  It took him a minute to gather the energy to meekly utter, "No…"

            "And now, only one Care Bear remains," No Heart said aloud, admiring his handiwork.  "It's almost a shame that this almost over, really.  I rather enjoyed wrenching the life out of each and every one of you.  And, when you think about it, what good is a Care Bear that cannot care?  Nothing, that's what!"

            "Stop it," the wounded bear boldly forced through his pain.

            "All that stands between me and what I want is you, runt.  And soon, you will end up just like the rest of your friends.  Look how helpless they are!  Take this one, for example," he walked to Wish Bear as he continued his sarcastic speech.  "Doesn't she look so vulnerable?  I've killed her on the inside; it wouldn't take much to dispatch her altogether."

            Defender quickly got to his knees.  "That's enough!!!" he shouted at the menacing magician.

            "You sound as if you could stop me, when you couldn't save even one of your precious family members!  You almost humor me with your worthless attempts.  I think I'll simply take her life for the fun of it."

            That was the last Defender Bear would hear.  In one quick maneuver, he dashed straight at No Heart from halfway across the room, his feet never touched the floor—it was a very fast glide inches above the ground, and all the while he was yelling, "Leave her alone!!!"  
            But, just as before, all the bear's efforts were futile, for No Heart expected such an offensive.  He had plenty of time to mutter, "Pitiful fool", before he caught Defender in mid-flight, clutching his neck between his long, bony hands.  And as the bear gagged and choked for air in his grasp, No Heart slowly raised him over his head to get a good long look at the final obstruction in his pursuit of world domination.

            "Even with all the magical power residing within you, you couldn't master it enough to stop me," No Heart mocked the white bear.  "You have been nothing but an annoying little thorn in my plans.  I will enjoy removing you from them."

            As Defender pulled and tugged at No Heart's hands, he managed enough breath to reply, "You…you haven't won…yet."

            "Enough!  It's time to say 'good-bye', Care Bear!"  He started the spell to remove the caring and feelings from Defender Bear.  The poor bear's vision turned purple from the effects of the spell.  He could feel sharp, piercing sensations all over his body as the enchantment ran its course, groaning several times in anguish.  He tried desperately to hold onto his emotions by remembering happy memories in his life.

            The evil wizard was growing impatient.  "Stop resisting my spell, trickster.  You'll only make it hurt that much worse.  I'll just have to increase the strength and get this over with!"  The purple light surrounding the bear shone more brightly as the spell intensified.  The sudden boost was too much for Defender Bear to contain as he yelled out from the agony.  He gritted his teeth and attempted to wrestle free from his oppressor's grip, but he was starting to lose the feeling in his hands and feet.  With his eyes and mouth wide open, he reached out his arm at No Heart's face in vain, but he was too high above to grab it.  By that point, Defender Bear's white fur began to fade to gray.  Finally, when the light faded, No Heart grinned beneath his cowl at what he was holding.  The drab bear still had a wide-eyed and open-mouthed expression on his face, but his arms were dangling limply below him.

            Defender Bear had lost.

* * * * * * * * * * * * * * *

            Far away, something else was about to be lost.  With the last Care Bear subdued, the needle behind the cracked glass of the Caring Meter dropped to zero.  Despite no one remaining in the land, the bell within it began to ring once every three seconds like a death knell.  The resonance floated across the ruined Care-a-Lot and the withered Forest of Feelings.  Like everything else in the Kingdom of Caring, the bell had been reduced to a weakened, shoddy state, and eventually cracked, and the land became silent once more.

            Out of nowhere, a strong cold wind rushed throughout the kingdom.  Deteriorated as it was, everything in Care-a-Lot, from the cracked cloud houses to the broken rainbow bridges, began to disintegrate into dust from the force of the winds, which carried the remains away as it passed through.  The once mighty Rainbow River quickly dried into an empty ditch.  Even in the forest, both dry leaf and rotten tree were reduced to powdery leftovers.

            In the end, high in the clear sky above the earth, nothing remained of the Elysian place that had once been the Kingdom of Caring.  The sun shined innocently bright, as if to deny any tragedy had taken place in the now clear, empty air.

* * * * * * * * * * * * * * *

            At No Heart's dark castle, the wizard was abnormally happy, still holding the cold, lifeless body of Defender Bear.  "It's over!  Finally, it's over.  I am rid of these wretched animals forever!"  No Heart disdainfully let go of the bear, letting him fall to the ground with a sickening thud.  He walked over to one the window at the other end of the room, and looked outside.  "Soon, I will take my Cloud of Uncaring to the earth, and use it to cleanse all that…disgusting _love_, and _caring_, and I will reign over it forever!"  He cackled at the thought.

            Back inside, it seemed that all hope had been forcibly removed from the once grand Care Bear Family.  However, this was not entirely true.  Somewhere, deep inside someone in that room, a spark of hope remained.

            Even though his face was still stuck with a gape, deep within Defender Bear's mind, there was still conscious thought going on.  Unfortunately, it was less than enthusiastic.

            "Where am I?  And, why am I on the floor?  Oh, well, it doesn't matter.  I'm too tired, anyway," the voice inside complained, letting out a yawn.  Defender's eyes were unable to move, so they were unintentionally fixated on someone standing in his line of sight.

            "Hmmm…I wonder who that is.  It doesn't really matter to me, though.  Still, she doesn't look very happy.  I'd ask her what's wrong, but…" the voice yawned again, "…I don't really care that much to find out."  However, the more the voice inanely rambled about it, the more interested it became.

            "Something about her seems so familiar, but I can't really think of why.  Something about her face, and her tummy…it has shooting stars on it.  What's so special about shooting stars, anyway?  Something about…making a wish, or…a wish!  That's it!  I know who that is!"  It seemed that Defender Bear was beginning to regain all his thoughts and memories.

            "Oh, my gosh!  It's Wish Bear!  And, she's still doesn't have her caring anymore.  And…neither do I.  I've got to do something; I've to save her.  But, I feel so tired, and I can't move anything."  Defender Bear's eyes were still stuck looking at poor Wish.  "But, I have to do something!  I've got to get up!  Come on, Phoenix!  Get up!"

Meanwhile, No Heart had decided that it was time for him to take what he believed to be his rightful place as ruler of Earth.  He had just turned around when he sensed something happening in the room.  The wizard could see no obvious cause for alarm, but the "feeling" inside of him was becoming.  He quickly looked at Defender Bear's body.  He didn't notice anything significant about the spread-out gray figure on the floor, but upon further scrutiny, it seemed to No Heart that the bear's body was trembling slightly.  Suddenly, a white spark appeared at the top of the bear's head, and began to spread across his body like fire smoldering across paper.  As the sparkling line passed, the drab gray of his skin and fur returned to the alabaster white it had been.  Once his color had been completely restored, the bear closed his eyes and mouth, and slowly lifted himself to bended knee.  With one arm resting on his thigh and his other hand pressed against the cold brick floor, a small streak of fire appeared and formed a circle around him.  The flames immediately intensified and rose all around the bear, hiding him from view for a moment.  Just as quickly as they appeared, the fire dissipated, revealing Phoenix Audubon, who was now wearing his vest, shorts, cloak, gloves, and a look of heated determination on his face, staring right at No Heart, who could not believe what he had just watched.

"This is impossible!!!" He bellowed furiously.  "You should not be able to anything right now!  How were you able to free yourself?  I demand you to tell me!"

Phoenix, in full regalia, remained quiet as he stared down his adversary.

"Use the silent technique again, will you?  Foolish imbecile!  I'll make you pay dearly for defying the all-powerful No Heart!"  With a heated wave of his arm, his Cloud of Uncaring barreled into the room, filling the entire ceiling.  "Go, my cloud!  Eradicate that bear's feelings!"

With a mighty clap of thunder, the cloud released a torrent of rain inside the grand room.  But, just before the hazardous precipitation touched Phoenix, flames ignite all over his body.  However, neither his body nor his clothes caught fire.  Instead, the flames evaporated the rain before it could touch him.  During the corporeal conflagration, he clenched his fists, and the fires surrounding them intensified.  Phoenix looked up, and then threw his arms above him and opened his hands, releasing two fiery streaks that ran straight into the cloud, where it set the entire storm cloud ablaze.  Not only did it stop the rainstorm, but it also destroyed the cloud, dispersing it into harmless steam.  With that done, he put his arms back at side, and turned his back down to face the now-shocked wizard once again.

No Heart was both furious and frustrated.  "No!  My…my cloud!  What have you done!?!" 

This time, instead of not saying anything and just standing there, Phoenix did not say anything and slowly starting walking towards No Heart.  For the first time, the wizard began to retreat.  "No, stay away from me!  You can't stop me!"  He shot a purple bolt of lightning at the advancing bear, but Phoenix slapped it away from him with the back of his hand and continued his steady pace.  No Heart tried twice more, but Phoenix knocked those away as well.  No Heart summoned the purple fire from his hands, but Phoenix held out his hand and parted the flames as he continued to step closer.

Finding himself backed up against a wall in his own castle, No Heart felt he had no choice but to resort to drastic measures.

"That's far enough, you meddling half-pint," warned the wizard.  "I've gone too far to lose it all, and I'm not about to let one solitary bear foil my plans.  If you come any closer, I'll bring this entire castle down.  You don't believe me?  You don't think I'm willing to get rid of you Care Bears any way I can?  I **know** you won't allow yourself to take that risk."

The threat was sufficient enough to stop Phoenix mid-stride, and the annoyed frown on his face prominently revealed his disappointment.  As determined as the bear seemed to be to stop this menace, he wasn't confident enough to gamble his family's lives in case the sorcerer wasn't bluffing.  At this moment, it appeared that both Phoenix Audubon and No Heart did nothing but lock eyes, waiting for the other to make his move.

However, something inside of the bear was compelling him to take action.  Not a voice, not any outward form of interference, just some kind of intuition revealed a new ability to him, and he was compelled to use it now.  Phoenix closed his eyes for a moment, and his fists became enveloped by spheres of bluish-white light, that grew larger with each passing second.  When No Heart saw, he immediately exclaimed, "I'm warning you!  Stop now or you and your friends perish!"  By this time, the spheres around the bear's hands were about one-half of a meter wide each.  Phoenix opened his eyes and then narrowed them before screaming out,

"LEAVE THEM ALONE!!!!!!"

With that, Phoenix threw his arms out in front of him and joined the two spheres of light together.  The fusion caused a massive beam of light to burst out away from the bear and straight towards the bewildered wizard.  No Heart quickly held his arms to stop the blast, but the tremendous amount of energy was far too much for him to hold off for very long.  The sorcerer's last words to the bear were, "This isn't the end, Care Bear.  I will be back, and I will have revenge on the entire Care Bear Family, but especially **you**!!!"  As soon as he finished, the beam forced its way past No Heart's barrier, and the light surrounded him.  His silhouette remained for less than a minute before the offensive reduced him to a black, floating amorphous shape.  Its blackness was so absolute, even amidst all the white light.  The shape darted out of the beam's path, and collided into Phoenix Audubon, and wrapped itself around the bear for a few seconds before escaping through the window outside.  All the while, Phoenix continued to expend his energy into the magical ray.  For all the power he seemed to possess, it appeared that he couldn't stop the spell, even though No Heart had been defeated.  The beam eventually broke through the castle wall and streaked through the sky.  
            About twelve feet in diameter, the beam of light traveled at a very fast pace through the air.  Too small to be seen from Earth, passengers in flying airplanes were in awe over this impressive shaft of light.  Some thought it was a shooting star; some believed it was debris from outer space.  A few feared it was a meteorite or a falling satellite, but the light didn't strike anything.  After about five minutes, though, the beam began to shrink and fade from the sky, leaving many people with questions.

One good question at this moment could be, "How did Phoenix Audubon manage to stop his magic?"  The answer:  he didn't.  The beam had consumed all of his energy and stamina that when he ran out, so did the beam.  When it finally ended, Phoenix remained in the same stance for a few seconds before collapsing to his knees, and he fell prostate to the floor, unconscious.

Seconds passed.

Then, minutes.

Finally, hours later, the bear's body began to stir.  Phoenix groaned slightly as he slowly began to pick himself up from the floor.  His head throbbed, his knees were unsteady, and his vision was blurry, but he managed to stand on his feet.  "Ohhhhh…where am I?" he asked aloud as he shook his head.  When he was see and think straight again, he realized where he (still) was.  "Oh, right…I remember now," he commented dejectedly.  He looked around the room, at his still-imprisoned family and at the extensively damaged wall, and all he saw was evidence of his own failure.  "Hmmph…some 'Defender' I turned out to be," he muttered.  He was staring at the ground as he walked around the room, until his eyes came upon a pair of gray feet.  Looking up, Phoenix discovered he had nearly walked into Wish Bear.  When he looked at her sullen face, his heart sank.  The image that had first horrified him and then inspired him now only disheartened him, so much so that he fell to his knees right in front of her motionless figure.  Phoenix put his hands together in front of his muzzle as if in some sort of prayer to Wish, and he said softly, "Wish Bear, I'm so sorry.  I couldn't save you.  Please forgive me."  The white bear looked up at the evil wizard's victim, and, not seeing any sign of acknowledgement, grabbed her shoulders and shook her.  "Please, Wish Bear!  Please, wake up!"  There was still no response.  The distraught Phoenix Audubon could not hold back any longer as he abruptly put his hands around Wish and cried on her shoulder.  "I'm…so sorry," he sobbed as his tears rolled down Wish's fur.

When Phoenix wiped the tears off his face and looked up at Wish's face again a few moments later, it was as sad as he last saw it.  He began to panic.  "I've still got to help everyone get their caring back," he thought out loud, "but I don't know how to do that.  I wish I had my book with me, but I left it back in Care-a-Lot, and I don't want to leave everybody alone.

"It wasn't supposed to be like this.  I just wanted to have a family, I just wanted to help."  He clutched his head with his hands, and yelled straight up at the ceiling,

**"What am I supposed to do now!?!"**

As soon as Phoenix brought his head back down, he suddenly froze in place, and a faraway look came over his eyes.  It seemed that the same "intuition" from before had struck him again, and it seemed to reveal more of the bear's talents to himself.  He closed his eyes for a moment, as if to soak up and fully comprehend what he had just learned.

Opening his eyes again, he asked himself, "What…is this?  I don't know where this…idea…came from, but…it's a way to help my family.

"But, I get this feeling that there is a high cost on my part for attempting this." He took a moment to think about this decision.  "You know what?  I think they've suffered long enough, and I don't think I should waste any more time think on this."  He walked slowly in the middle of the motionless congregation.  "I just hope they can forgive me for what I'm about to do," Phoenix added anxiously.  He stood there for a minute, and then closed his eyes, and bowed his head.  A glowing circle was traced onto the floor around him by an unseen hand.  Then, glimmers of lights appeared from seemingly out of nowhere, and gathered around each of the bear's hands.  The inside began to glow with an intense white light, casting shadows on some of the white bear's features, and it was accompanied by an intense that whipped his cloak's cape around.  Phoenix then crossed his arms over his chest.

He opened his eyes just a bit amidst the blinding light.  "Everyone, please forgive me," he spoke softly.  With a small smile, he added, "Wish Bear, please forgive me."  Just then, the white light erupted from the floor and flooded the entire room with the strong light. It spilled outside the door and windows.  Everything—and everyone—disappeared within the white.  Had any outsiders witnessed this, it would have looked like something had exploded, yet it all occurred in silence.

For all its impressiveness, the luminescent bath lasted less than ten minutes, before the light began to slowly fade.  When it had finally disappeared, all the Care Bears were their original colors once again.  When they had finally become aware again, they began to stretch and move around.

"Wh…where are we?" asked Good Luck Bear.

"We're back to normal!" Harmony Bear shouted.

Noble Heart Horse looked around the floor.  "Is everybody alright?" he asked.

"It likes everyone has recovered," Tenderheart answered, "but aren't we missing somebody?"

"Hey, where's Defender Bear?" Loyal Heart questioned.

Secret Bear began to whisper in Friend Bear's ear.  "Hey, guys!  Look up there!" she said, as they both pointed above the room.  Floating above all of them was Phoenix Audubon, but as soon as they looked up, they watched him fall to the floor with a sickening thud.  Some gasped and some turned away from the ghastly scene in the center of the hall.  His cloak was slashed and tattered.  He had lacerations all over his body, and the blood slowly wept from the cuts. They began to crowd around for a closer look, but Take Care Bear maneuvered his way through to the front.  "Everyone please!  Give us some room!" he ordered as he kneeled down next to Phoenix and began to check for signs of life.  The doctor put his fingers on the white bear's neck, and put his ear next to his muzzle, but a minute later, he stood back up, and slowly shook his head.

True Heart Bear ran to Take Care's side.  "It's not true, is it?" she pleaded.

"I'm afraid it is."

This time, it was Wish Bear who came and kneeled at Phoenix Audubon's resting place.  "Did you really sacrifice yourself to save all of us?" she softly asked the lifeless bear.  "We barely knew you, and yet you did so much for us." She lamented, sniffling a few times.

"I wish that you could hear how much we…I…appreciate what you've done."  A tear fell from her face and landed on Phoenix' hand.  As soon as it touched, his body began to rise from the floor, and hovered a foot in the air.  Wish Bear watched in awe as Phoenix began to glow with an orange light that danced and flickered around him.  Once it stopped, his body floated back down to the floor.  This time, however, Take Care noticed that phoenix' chest was moving.  He knelt down to check, and he shouted, "He's breathing!  Quick!  We've got to get him back to Care-a-Lot immediately!"

Every bear and cousin hopped into cloud cars and rainbow rollers and left No Heart's castle.  The entire group stayed close as they flew back home.  But, after some time, Noble Heart contacted Bright Heart Raccoon over the radio.  "Noble Heart to Bright Heart; where is Care-a-Lot's location?"

"According to my calculations, we should be coming up on it right now.  We should be able to see it," he replied.

"I don't see it anywhere," someone remarked over the radio.

"Does anyone see it?"

"Not me."

True Heart's came over the speaker.  "Everyone, stop your vehicles," she directed.  They all gathered around each other.  "Bright Heart, where _exactly should Care-a-Lot be?" The raccoon checked his computer.  "We should actually be right over it," he said.  "I don't understand.  My calculations look right.  Even if I was off, we should be able to see it somewhere."_

"True Heart, does this mean what I think it does?" Noble Heart asked.

"I'm afraid so, Noble Heart," the elder bear responded.  She picked up the radio microphone to address the rest of the family.  "Everyone, I'm afraid that because we were all captured, the Caring Meter must have fallen to zero.  And, as you all have know, when that happens, Care-a-Lot.  And, I know it looks bad, but Noble Heart and I know how to bring it back.

"We need every Care Bear and Care Bear Cousin to join us and put Care-a-Lot and the Forest of Feelings in your hearts.  Think about everything that makes it special to you, and let our homes know how much you care."  They all bowed their heads and reflected on the good times they had in their homeland.  True Heart created a duplicate of her tummy symbol, and it flew above the group and floated in the air.  Noble Heart did the same, and soon, everyone's symbol began to line up one behind the other.  As the line continued to float, True Heart asked over the radio, "We're almost done, everybody.  Is anyone missing?"

Take Care Bear and Wish Bear were riding in a cloud car together, with Phoenix lying in the back seat.  "This is Wish Bear.  Defender Bear is still unconscious.  I don't…" Her sentence was cut short when she noticed a hand on the top corner of her seat.  The seriously injured Phoenix Audubon strained to sit himself up, wincing from the pain of his wounds.  "Defender Bear!  What are you doing?"  Take Care asked in shock.  "You shouldn't be moving around."

"Sorry, Doc," he managed to speak through his clenched teeth, "but I'm a part of this family, too, and I want to help bring the Kingdom of Caring back."  He groaned as he struggled to find the energy, but he managed to summon his own symbol to add to the others.  However, that simply task was too much for the bear, hurt as he was, and passed out and fell back into the seat.

* * * * * * * * * * * * * * *

_Beep…..Beep…..Beep….Beep…_

The noise awoke Phoenix Audubon, and when he opened his eyes, he found himself lying in a white room.  To his side was an EKG machine that was beeping.  He went to touch his head, and found tubes attached to his arm and several bandages attached as well.

"Hey, don't move."

Phoenix turned to his left side to find Wish Bear sitting next to the bed he was in, and she was changing some of the dressings on his other arm.

"Where am I?" he asked weakly.

"Take Care's clinic.  You've been out for a week, and some of us were starting to get worried that you wouldn't wake up."

"What?  A week…ow!"  He tried to sit up, but his body was still very sore.  "I said don't move," Wish softly scolded him. "Just wait until I finish changing these bandages."

"Okay," he responded.  "Say, is everybody okay?"

Wish nodded.  "Everyone's just fine, and so is Care-a-Lot, thanks to you."

"You're welcome," said the white bear with a smile.  "Looks like…your wish came true."

"What do you mean?"

"At the castle.  I did hear what you said."

"Oh…you did?  Well, I, I was just…you see…" She was a little lost for words at this news.

"Wish Bear, if you don't mind my asking, how come you're changing my bandages right now?"

"Well," she began, "I was just concerned, that's all.  And, I wanted to help Take Care so he could attend to others, and, um, stuff."

Phoenix put his hand on hers, and gingerly sat himself up to speak.  "Wish Bear, there's something I need to tell you now.  Ever since I came here, you've been nothing but a good friend to me.  And, every time I see you, I get this feeling inside of me.  Something special, something I hadn't fully understood until now.  Wish Bear, I..."  He moved a bit closer to her face.

"I think…I love you."

At these words, Wish Bear turned her head away.  "Oh my gosh, I'm sorry," Phoenix began to apologize.  "I hope I didn't offend you.  I just wanted to tell you.  I just felt…"

"No, it's okay," Wish interrupted.  "You don't have to apologize, because I understand how you feel."

"Y-you do?"

"Uh-huh.  You see, Defender Bear, I understand how you feel because I feel the same way.  Phoenix Audubon…I love you, too."

The two bears looked into each other's eyes for a moment, and moved closer to each other, and softly kissed.

Unbeknownst to the two lovebirds, they were being watched from the window outside.  True Heart bear sighed contentedly at the happy event inside.  "I think they'll make a wonderful couple, don't you agree, Noble Heart?"

The horse nodded.  "I agree.  It's nice that they have each other."

Hugs and Tugs were also peeking inside.  "Wow, isn't love wonderful, Tugs?" Hugs asked her twin brother.

"You know what I think?  He's just going to be a big softie now," the teenage bear fussed.

"All right, you two," said Noble Heart, "I think we'd all better leave them alone. Come along now."

* * * * * * * * * * * * * * *

A few days later, Take Care Bear released Defender Bear from his care, and Wish Bear escorted him back to his house.  True Heart and Noble Heart wanted Defender to get ready as soon as possible, because they were waiting for him to get better so they could throw a celebration in Paradise Valley with Perfect and Polite Panda (whom, Defender later learned, also recovered and returned home just in time to save their valley and the villagers) over their latest victory.  Defender opened the door to his house, and it was just like he left it.

"Um, Phoenix," Wish asked, "how come this mirror is broken?"

The white bear laughed nervously.  "Um, it's a long story, and everyone's waiting on us, so I'll explain it later.  Besides, I only came in here to get ready for the party."  He walked into the closet and closed the door behind him.  It opened a second later, and he walked out with a brand new set of clothes on.  He walked up to the broken mirror.

"Well, I guess I should fix this, huh?" Defender asked rhetorically to Wish, who was standing at the door.  He touched the remaining glass on the wall with his finger, and it seemed to liquefy into something like mercury.  The fragments on the floor also turned into shiny droplets, and Phoenix waved his hands around to move the droplets back onto the wall.  When it had all collected, he touched the liquid glass, which created a ripple and then solidified into one solid piece of glass.

Phoenix Audubon stared at the reflection in the repaired mirror, and questions began to fill his mind.  _Everything that happened in that castle,__ he thought to himself, _how did I know what to do?  Where did those ideas come from?  And, what else am I capable of?  I don't want to hurt anybody, especially not the ones I love and care about.__

"Phoenix, are you all right?"  Wish Bear asked when she saw him just standing there.

"Huh?  Oh, yeah, I'm fine.  In fact, I like what I see.  Well, I'd think we'd better get going.  We've got a party to attend."

He would leave all his questions and worries at home, for now was not a time for fear.  It was a time to celebrate new friendships and new successes.  He knew he'd have to face all his concerns sooner or later, but right now, Phoenix Audubon, Defender Bear, would only let himself think about the good times of today.

THE END

* * * * * * * * * * * * * * *

Author's Notes

Project Date:  January 13, 2003--March 10, 2003

(Original Project Started:  July 13, 2002)

_The Care Bears and Care Bears Cousins are the property of American Greetings Corp, Nelvana Ltd, and Those Characters From Cleveland, Inc.  No relationship with any of the aforementioned companies is implied by this work._

_The story is the original idea of the author and is not intended to represent any real event.  Furthermore, the uses of the characters are not meant to represent any real person, explicitly or implied.  Any use of the story, in whole or in part, must not be completed without the prior consent of the author._


End file.
